hsy-20250330

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 2


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to_______

Commission file number 1-183

THE HERSHEY COMPANY

(Exact name of registrant as specified in its charter)


Delaware						23-0691590
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

19 East Chocolate Avenue, Hershey, PA 17033

(Address of principal executive offices and Zip Code)

(717) 534-4200

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, one dollar par value

HSY

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock, one dollar par value—147,990,276 shares, as of April 25, 2025.

Class B Common Stock, one dollar par value—54,613,514 shares, as of April 25, 2025.

EXPLANATORY NOTE

The Hershey Company (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2025, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2025 (the “Original Filing”). Following the amendment to the Original Filing on May 20, 2025 (“Amendment No. 1”), which revised Part II “Item 5. Other Information” to include a Rule 10b5-1 trading arrangement entered into by Michele Buck, Chairman, President and Chief Executive Officer of the Company, during the quarter ended March 30, 2025 that was inadvertently omitted from the Original Filing, it has come to our attention that, through administrative error, Amendment No. 1 failed to reflect a subsequent modification of Ms. Buck’s Rule 10b5-1 trading arrangement that was entered into the day after the trading plan. This Amendment is being filed to correct that disclosure to provide information about the 10b5-1 trading plan, as modified.

In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or Amendment No. 1 or reflect any events that have occurred after the Original Filing was made. Information in the Original Filing not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing, Amendment No. 1 and the Company’s other filings with the SEC.


			The Hershey Company \| Q1 2025 Form 10-Q/A \| Page 1

Item 5. Other Information.

Director and Executive Officer Trading

A portion of our directors’ and officers’ compensation is in the form of equity awards and, from time to time, they may engage in open-market transactions with respect to their Company securities for diversification or other personal reasons. All such transactions in Company securities by directors and officers must comply with the Company’s Insider Trading Policy, which requires that transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended March 30, 2025, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period.

Name and Title

Date of Adoption of 10b5-1 Plan

Duration of 10b5-1 Plan(1)

Aggregate Number of Securities to be Sold or Purchased

Michele G. Buck

Chairman, President & Chief Executive Officer

2/27/2025 (modified 2/28/2025)(2)

10/31/2025

Sell 108,370 shares(2)

Rohit Grover

Senior Vice President, International

2/25/2025

12/31/2025

Sell 4,000 shares

Jennifer L. McCalman

Vice President, Chief Accounting Officer

2/25/2025

8/28/2025

Sell 974 shares

James Turoff

Senior Vice President, General Counsel and Secretary

2/25/2025

11/28/2025

Sell 3,900 shares

(1) The plan duration is until the date listed in this column or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.

(2) On February 28, 2025, Ms. Buck modified the Rule 10b5-1 Plan that she adopted on February 27, 2025, solely to increase the number of securities to be sold under the plan by 77,160 shares, up from 31,210, for a total of 108,370 shares to be sold under such plan.


			The Hershey Company \| Q1 2025 Form 10-Q/A \| Page 2

Item 6. Exhibits.

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:


Exhibit Number						Description
31.1						Certification of Michele G. Buck, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification of Steven E. Voskuil, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
104						The cover page from the Company's Quarterly Report on Form 10-Q/A for the quarterly period ended March 30, 2025, formatted in Inline XBRL and contained in Exhibit 101.

*						Filed herewith


			The Hershey Company \| Q1 2025 Form 10-Q/A \| Page 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE HERSHEY COMPANY

(Registrant)

Date:

July 3, 2025

/s/ Steven E. Voskuil

Steven E. Voskuil

Senior Vice President, Chief Financial Officer

(Principal Financial Officer)

Date:

July 3, 2025

/s/ Jennifer L. McCalman

Jennifer L. McCalman

Vice President, Chief Accounting Officer

(Principal Accounting Officer)


			The Hershey Company \| Q1 2025 Form 10-Q/A \| Page 4

Amendment: SEC Form 10-Q/A filed by The Hershey Company