What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-18 compared with 2024-02-20 · 204 added, 242 removed, 1522 unchanged (23% of the section changed)

10 unchanged sentences

Note 1 - Summary of Significant Accounting Policies

Note 2 - Business Acquisitions and Divestitures

Note 2 - Business Acquisitions

Note 3 - Goodwill and Intangible Assets

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In our opinion, The Hershey Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

(“Weaver”) on May 31, 2023, which is included in the 2023 consolidated financial statements of the Company and constituted 1.4% of total assets as of December 31, 2023.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Weaver.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the acquisition of the Sour Strips brand from Actual Candy, LLC (“Sour Strips”) on November 8, 2024, which is included in the 2024 consolidated financial statements of the Company and constituted less than 1% of total assets as of December 31, 2024 and less than 1% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sour Strips.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and stockholders' equity for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 18, 2025 expressed an unqualified opinion thereon.

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Provision for income taxes 252,697 310,077 272,254

Net income including noncontrolling interest 1,861,787 1,644,817 1,482,819

Net gain attributable to noncontrolling interest — — 5,307

Net income attributable to The Hershey Company

$ 2,221,239 $ 1,861,787 $ 1,644,817

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Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount

Net income including noncontrolling interest $ 1,861,787 $ 1,644,817 $ 1,482,819

Net income $ 2,221,239 $ 1,861,787 $ 1,644,817

Other comprehensive income (loss), net of tax:

1 unchanged sentence

Foreign currency translation gains (losses) during period $ ( 90,036 ) $ — ( 90,036 ) $ 22,659 $ — 22,659 $ ( 10,340 ) $ — ( 10,340 )

Reclassification to earnings due to the sale of businesses — — — — — — 5,249 — 5,249

Pension and post-retirement benefit plans:

5 unchanged sentences

Total other comprehensive income (loss), net of tax $ ( 68,631 ) $ ( 5,181 ) ( 73,812 ) $ 23,637 $ ( 1,382 ) 22,255 $ ( 45 ) $ ( 3,073 ) ( 3,118 )

Total comprehensive income including noncontrolling interest $ 1,884,042 $ 1,641,699 $ 1,576,935

Comprehensive gain attributable to noncontrolling interest — — 10,556

Comprehensive income attributable to The Hershey Company $ 1,884,042 $ 1,641,699 $ 1,566,379

Comprehensive income $ 2,147,427 $ 1,884,042 $ 1,641,699

See Notes to Consolidated Financial Statements.

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Common stock, shares issued:

166,939,511 in 2023 and 163,439,248 in 2022

166,939,511 in 2024 and 2023

166,939 166,939

Class B common stock, shares issued:

54,613,514 in 2023 and 58,113,777 in 2022

54,613,514 in 2024 and 2023

54,614 54,614

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Operating Activities

Net income including noncontrolling interest $ 1,861,787 $ 1,644,817 $ 1,482,819

Net income $ 2,221,239 $ 1,861,787 $ 1,644,817

Adjustments to reconcile net income to net cash provided by operating activities:

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Write-down of equity investments 243,311 210,484 188,286

Unrealized gains on derivative contracts ( 513,800 ) — —

Other 76,604 103,287 120,818

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Effect of exchange rate changes on cash and cash equivalents 54,063 ( 38,250 ) 9,887

(Decrease) increase in cash and cash equivalents, including cash classified as held for sale ( 61,987 ) 134,623 ( 826,155 )

Decrease in cash and cash equivalents classified as held for sale — — 11,434

Net (decrease) increase in cash and cash equivalents ( 61,987 ) 134,623 ( 814,721 )

Increase (decrease) in cash and cash equivalents 328,844 ( 61,987 ) 134,623

Cash and cash equivalents, beginning of period 401,902 463,889 329,266

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Comprehensive

Income (Loss) Noncontrolling

Subsidiaries Total

Income (Loss) Total

Stockholders’

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Net income 1,644,817 1,644,817

Other comprehensive income 88,867 5,249 94,116

Other comprehensive loss ( 3,118 ) ( 3,118 )

Dividends (including dividend equivalents):

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Stock-based compensation 65,909 65,909

Conversion of Class B Common Stock into Common Stock 2,500 ( 2,500 ) —

Exercise of stock options and incentive-based transactions ( 29,668 ) 28,311 ( 1,357 )

Repurchase of common stock ( 388,964 ) ( 388,964 )

Divestiture of noncontrolling interest ( 1,436 ) ( 1,436 )

Distributions to joint venture partner ( 8,750 ) ( 8,750 )

Other ( 3,901 ) ( 3,901 )

Balance, December 31, 2022

1 unchanged sentence

Net income 1,861,787 1,861,787

Other comprehensive loss ( 3,118 ) — ( 3,118 )

Other comprehensive income 22,255 22,255

Dividends (including dividend equivalents):

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Net income 2,221,239 2,221,239

Other comprehensive income 22,255 — 22,255

Other comprehensive income (loss) 25,317 ( 73,812 ) ( 48,495 )

Dividends (including dividend equivalents):

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( 271,975 ) ( 271,975 )

Conversion of Class B Common Stock into Common Stock 3,500 ( 3,500 ) —

Stock-based compensation 45,091 45,091

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Advertising expense is also charged to expense as incurred and totaled $ 600,094 in 2024, $ 604,853 in 2023 and $ 517,677 in 2022.

There was no prepaid advertising expense as of December 31, 2023.

Prepaid advertising expense was $ 1,351 as of December 31, 2024.

There was no prepaid advertising expense as of December 31, 2023.

Cash Equivalents

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The adjustment to LIFO, as shown in Note 19 , approximates the excess of replacement cost over the stated LIFO inventory value.

The net impact of LIFO liquidations during 2024 was $ 32,139 .

The net impact of LIFO acquisitions and liquidations was not material to 2023 or 2022.

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If we choose to perform a qualitative assessment, we evaluate economic, industry and company-specific factors in assessing the fair value of the related reporting unit.

If we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed.

Otherwise, no further testing is

If we determine that it is more likely than not that the fair value of

The Hershey Company | 2024 Form 10-K | Page 59

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(amounts in thousands, except share data or if otherwise indicated)

the reporting unit is less than its carrying value, a quantitative test is then performed.

Otherwise, no further testing is required.

For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill.

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Supplier Finance Program Obligations

During 2020, we entered into an agreement with two third-party financial institutions to facilitate a supplier finance program which allows qualifying suppliers to sell their receivables from the Company to the financial institution.

We have agreements with two third-party financial institutions to facilitate a supplier finance program which allows qualifying suppliers to sell their receivables from the Company to the financial institution.

These participating suppliers negotiate their outstanding receivable arrangements directly with the financial institution, and our rights and obligations to our suppliers are not impacted.

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The payment of these obligations is included in cash provided by operating activities in the Consolidated Statements of Cash Flows.

The rollforward of the Company’s outstanding obligations confirmed as valid under its supplier finance program, which are included in Accounts Payable in the Consolidated Balance Sheets, for year ended December 31, 2023 are as follows:

Supplier finance program obligations outstanding at beginning of the year $ 149,261 $ 105,293

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dollars using the exchange rates in effect at the balance sheet date, while income and expense items are translated using the average exchange rates during the period.

In 2024, the Company recorded a reclassification related to foreign currency between additional paid-in capital and other comprehensive income (loss).

This adjustment did not have a material impact on our consolidated financial statements.

Derivative Instruments

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Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), an amount for other segment items with a description of the composition, and disclosure of the title and position of the CODM.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

We adopted the provisions of this ASU in the fourth quarter of 2024 and applied the provisions retrospectively to each period presented in the consolidated financial statements.

Adoption of the new standard did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

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The ASU is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.

Entities may apply this ASU upon issuance through December 31, 2022 on a prospective basis.

Entities may apply this ASU upon issuance through December

The Hershey Company | 2024 Form 10-K | Page 61

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

31, 2022 on a prospective basis.

We early adopted the provisions of this ASU in the first quarter of 2022.

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A rollforward of obligations during the annual period, including the amount of obligations confirmed and obligations subsequently paid, is effective for annual periods beginning after December 15, 2023 with early adoption permitted.

This ASU should be applied

The Hershey Company | 2023 Form 10-K | Page 61

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively.

This ASU should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively.

We early adopted provisions of this ASU in the fourth quarter of 2022, with the exception of the amendment on rollforward information, which we adopted in the fourth quarter of 2023.

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This ASU should be applied prospectively to business combinations occurring on or after the date of adoption.

As a result, we adopted the provisions of this ASU in the first quarter of 2023.

This new standard was not applicable to our May 2023 acquisition of Weaver Popcorn Manufacturing, Inc.

(“Weaver”) due to no contract assets or liabilities (as discussed in Note 2 );

however, will be applied in relevant future acquisitions.

As a result, we adopted the provisions of this ASU in the first quarter of 2023, and was applied to acquisitions since the date of adoption.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2023, the FASB issued ASU No.

2023-02, Investments - Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in tax credit structures using the proportional amortization method.

This ASU allows entities to elect the proportional amortization method for all tax equity investments, regardless of how the tax credits are received as long as certain criteria are met.

This ASU may be applied in a modified retrospective or retrospective basis and an entity must evaluate the investments in which it still expects to receive tax credits or other income tax benefits as of the beginning of the earliest period presented.

ASU 2023-02 is effective for annual periods beginning after December 15, 2023 and interim periods within those annual periods.

We are currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and the update should be applied retrospectively to each period presented in the financial statements.

We are currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures.

As a result, we intend to adopt the provisions of this ASU in the fourth quarter of 2024.

In December 2023, the FASB issued ASU No.

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As a result, we intend to adopt the provisions of this ASU in the fourth quarter of 2025.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive

Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU requires entities to disclose certain additional expense information including, among other items, purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each Consolidated Statement of Income expense caption.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and the update should be applied on a prospective basis, with a retrospective application permitted in the financial statements.

We are currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures.

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(amounts in thousands, except share data or if otherwise indicated)

BUSINESS ACQUISITIONS AND DIVESTITURES

BUSINESS ACQUISITIONS

Acquisitions of businesses are accounted for as business combinations and, accordingly, the results of operations of the businesses acquired have been included in the consolidated financial statements since the respective dates of the acquisitions.

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2024 Activity

On November 8, 2024, we completed the acquisition of the Sour Strips brand from Actual Candy, LLC.

Sour Strips is

an emerging sour candy brand and is available in a wide range of food distribution channels in the United States.

The initial cash consideration paid for Sour Strips was deemed immaterial and consisted of cash on hand and short-term borrowings;

however, the Company may be required to pay additional contingent consideration if certain defined targets are met over a multi-year period.

Acquisition-related costs for the Sour Strips acquisition were immaterial.

The acquisition has been accounted for as a business combination and, accordingly, Sour Strips has been included within the North America Confectionery segment from the date of acquisition.

The purchase consideration, inclusive of the acquisition date fair value of the contingent consideration, was allocated to minimal net assets acquired, goodwill and other intangible assets.

The purchase price allocation is preliminary as we are in the process of evaluating additional information necessary to finalize the valuation of assets acquired and liabilities assumed as of the acquisition date including, but not limited to, post-closing adjustments to the working capital acquired.

The final fair value determination is not expected to result in material adjustments to our preliminary purchase price allocation, including other intangible assets and goodwill.

We expect to finalize the purchase price allocation by mid-2025.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired (including the identifiable intangible assets).

The goodwill derived from this acquisition is expected to be deductible for tax purposes and reflects the value of leveraging our brand building expertise, commercial capabilities and retail relationships to accelerate growth.

Other intangible assets include trademarks valued at $ 41,800 and customer relationships valued at $ 41,300 .

Trademarks were assigned an estimated useful life of 22 years and customer relationships were assigned estimated useful lives ranging from 14 to 16 years.

2023 Activity

Manufacturing Capacity

On May 31, 2023, we completed the acquisition of certain assets that provide additional manufacturing capacity from Weaver, a leader in the production and co-packing of microwave popcorn and ready-to-eat popcorn, and former co-manufacturer of the Company’s SkinnyPop brand.

On May 31, 2023, we completed the acquisition of certain assets that provide additional manufacturing capacity from Weaver Popcorn Manufacturing, Inc.

(“Weaver”), a leader in the production and co-packing of microwave popcorn and ready-to-eat popcorn, and former co-manufacturer of the Company’s SkinnyPop brand.

The cash consideration paid for Weaver totaled $ 165,818 and consisted of cash on hand and short-term borrowings.

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The acquisition has been accounted for as a business combination and, accordingly, Weaver has been included within the North America Salty Snacks segment from the date of acquisition.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values and consisted of $ 85,231 to goodwill, $ 79,136 to property, plant and equipment, net and $ 1,451 to other net assets acquired.

The purchase price allocation has been finalized as of the fourth quarter of 2023 and did not include measurement period adjustments.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired.

The goodwill derived from this acquisition is deductible for tax purposes and reflects the value of leveraging our supply chain capabilities to accelerate growth and access to our portfolio of salty snacks products.

2021 Activity

Pretzels Inc.

On December 14, 2021, we completed the acquisition of Pretzels Inc.

(“Pretzels”), previously a privately held company that manufactures and sells pretzels and other salty snacks for other branded products and private labels in the United States.

Pretzels is an industry leader in the pretzel category with a product portfolio that includes filled, gluten free and seasoned pretzels, as well as extruded snacks that complements Hershey’s snacks portfolio.

Based in Bluffton, Indiana, Pretzels operates three manufacturing locations in Indiana and Kansas.

Pretzels provides Hershey with deep pretzel category and product expertise and the manufacturing capabilities to support brand growth and future pretzel innovation.

The cash consideration paid for Pretzels totaled $ 304,334 and consisted of cash on hand and short-term borrowings.

Acquisition-related costs for the Pretzels acquisition were immaterial.

The Hershey Company | 2023 Form 10-K | Page 63

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

The acquisition has been accounted for as a business combination and, accordingly, Pretzels has been included within the North America Salty Snacks segment from the date of acquisition.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:

Goodwill $ 166,191

Other intangible assets 26,100

Current assets acquired 30,835

Property, plant and equipment, net 100,716

Other non-current assets, primarily operating lease ROU assets 111,787

Deferred income taxes 773

Current liabilities acquired ( 22,713 )

Other long-term liabilities, primarily operating lease liabilities ( 109,355 )

Net assets acquired $ 304,334

The purchase price allocation presented above has been finalized as of the third quarter of 2022 and includes an immaterial amount of measurement period adjustments.

The measurement period adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed, specifically, post-closing adjustments to the working capital acquired including certain holdbacks.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired (including the identifiable intangible assets).

A portion of goodwill derived from this acquisition is deductible for tax purposes and reflects the value of leveraging our brand building expertise, supply chain capabilities and retail relationships to accelerate growth and access to the portfolio of Pretzels’ products.

Other intangible assets include trademarks valued at $ 5,700 and customer relationships valued at $ 20,400 .

Trademarks were assigned an estimated useful life of five years and customer relationships were assigned an estimated useful life of 19 years.

Dot's Pretzels, LLC

On December 13, 2021, we completed the acquisition of Dot’s Pretzels, LLC (“Dot’s”), previously a privately held company that produces and sells pretzels and other snack food products to retailers and distributors in the United States, with Dot’s Homestyle Pretzels snacks as its primary product, which complements Hershey’s snacks portfolio.

The cash consideration paid for Dot’s totaled $ 891,169 and consisted of cash on hand and short-term borrowings.

Acquisition-related costs for the Dot’s acquisition were immaterial.

The acquisition has been accounted for as a business combination and, accordingly, Dot’s has been included within the North America Salty Snacks segment from the date of acquisition.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:

Goodwill $ 284,427

Other intangible assets 543,100

Current assets acquired 51,121

Property, plant and equipment, net 40,266

Other non-current assets 2,201

Other liabilities assumed, primarily current liabilities ( 29,946 )

Net assets acquired $ 891,169

The purchase price allocation presented above has been finalized as of the third quarter of 2022 and includes an immaterial amount of measurement period adjustments.

The measurement period adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed, specifically, the refinement of certain assumptions in the value of customer relationships based on an analysis of

The Hershey Company | 2023 Form 10-K | Page 64

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

historical customer-specific data and post-closing adjustments to the working capital acquired including certain holdbacks.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired (including the identifiable intangible assets).

The goodwill derived from this acquisition is deductible for tax purposes and reflects the value of leveraging our brand building expertise, supply chain capabilities and retail relationships to accelerate growth and access to the portfolio of Dot’s products.

Other intangible assets include trademarks valued at $ 336,600 and customer relationships valued at $ 206,500 .

Trademarks were assigned an estimated useful life of 33 years and customer relationships were assigned estimated useful life of 18 years.

Lily's Sweets, LLC

On June 25, 2021, we completed the acquisition of Lily’s Sweets, LLC (“Lily’s”), previously a privately held company that sells a line of sugar-free and low-sugar confectionery foods to retailers and distributors in the United States and Canada.

Lily’s products include dark and milk chocolate style bars, baking chips, peanut butter cups and other confection products that complement Hershey’s confectionery and confectionery-based portfolio.

The cash consideration paid for Lily’s totaled $ 422,210 and the Company may be required to pay additional cash consideration if certain defined targets related to net sales and gross margin are exceeded during the period from the closing date through December 31, 2021.

As of the acquisition date, the estimated fair value of the contingent consideration obligation was classified as a liability of $ 5,000 and was determined using a scenario-based analysis on forecasted future results.

Based on financial results through December 31, 2021, the fair value was reduced during the fourth quarter of 2021 to $ 1,250 , with the adjustment to fair value recorded in the SM&A expense caption within the Consolidated Statements of Income.

We paid this contingent consideration during the second quarter of 2022.

Acquisition-related costs for the Lily’s acquisition were immaterial.

The acquisition has been accounted for as a business combination and, accordingly, Lily’s has been included within the North America Confectionery segment from the date of acquisition.

The purchase consideration, inclusive of the acquisition date fair value of the contingent consideration, was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:

Goodwill $ 175,826

Other intangible assets 235,800

Other assets acquired, primarily current assets 33,092

Other liabilities assumed, primarily current liabilities ( 9,620 )

Deferred income taxes ( 7,888 )

Net assets acquired $ 427,210

The purchase price allocation presented above has been finalized as of the fourth quarter of 2021 and includes an immaterial amount of measurement period adjustments.

The measurement period adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired (including the identifiable intangible assets).

The majority of goodwill derived from this acquisition is expected to be deductible for tax purposes and reflects the value of leveraging our brand building expertise, supply chain capabilities and retail relationships to accelerate growth and access to the portfolio of Lily’s products.

Other intangible assets include trademarks valued at $ 151,600 and customer relationships valued at $ 84,200 .

Trademarks were assigned an estimated useful life of 33 years and customer relationships were assigned estimated useful lives ranging from 17 to 18 years.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values and consisted of $ 85,231 to goodwill,

The Hershey Company | 2024 Form 10-K | Page 63

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(amounts in thousands, except share data or if otherwise indicated)

Lotte Shanghai Foods Co., Ltd.

In January 2021, we completed the divestiture of Lotte Shanghai Foods Co., Ltd.

(“LSFC”), which was previously included within the International segment results in our consolidated financial statements.

Total proceeds from the divestiture and the impact on our consolidated financial statements were immaterial and were recorded in the SM&A expense caption within the Consolidated Statements of Income.

$ 79,136 to property, plant and equipment, net and $ 1,451 to other net assets acquired.

The purchase price allocation has been finalized as of the fourth quarter of 2023 and did not include measurement period adjustments.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired.

GOODWILL AND INTANGIBLE ASSETS

5 unchanged sentences

2,018,430 571,770 16,756 2,606,956

Measurement period adjustments — ( 18,028 ) — ( 18,028 )

Acquired during the period — 85,231 — 85,231

Foreign currency translation 2,401 — 1,462 3,863

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2.050 % Notes (1)

May 1, 2023 — 250,000

3.375 % Notes (1)

May 15, 2023 — 500,000

2.050 % Notes

November 15, 2024 — 300,000

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Long-term portion $ 3,190,210 $ 3,789,132

(1) In May 2023, we repaid $ 250,000 of 2.625 % Notes and $ 500,000 of 3.375 % Notes due upon their maturity.

(2) During the second quarter of 2023, we issued $ 350,000 of 4.250 % Notes due in May 2028 and $ 400,000 of 4.500 % Notes due in May 2033 (the “2023 Notes”).

(1) In November 2024, we repaid $ 300,000 of 2.050 % Notes due upon their maturity.

(2) During the second quarter of 2023, we issued $ 350,000 of 4.250 % Notes due in May 2028 and $ 400,000 of 4.500 % Notes due in May 2033 (together, the “2023 Notes”).

Proceeds from the issuance of the 2023 Notes, net of discounts and issuance costs, totaled $ 744,092 .

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Derivative liabilities are classified on our Consolidated Balance Sheets within accrued liabilities and other long-term liabilities.

(2) As of December 31, 2023, amounts reflected on a net basis in liabilities were assets of $ 29,881 and liabilities of $ 30,493 , which are associated with cash transfers receivable or payable on commodities futures contracts reflecting the change in quoted market prices on the last trading day for the period.

The comparable amounts reflected on a net basis in assets at December 31, 2022 were assets of $ 25,308 and liabilities of $ 25,296 .

(2) As of December 31, 2024, amounts reflected on a net basis in assets were assets of $ 533,115 and liabilities of $ 32,998 , which are associated with cash transfers receivable or payable on commodities futures contracts reflecting the change in quoted market prices on the last trading day for the period and the fair value of options contracts based on quoted market prices.

The comparable amounts reflected on a net basis in liabilities at December 31, 2023 were assets of $ 29,881 and liabilities of $ 30,493 .

At December 31, 2024 and 2023, the remaining amount reflected in assets and liabilities related to the fair value of other non-exchange traded derivative instruments, respectively.

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2024 Activity

In connection with the acquisition of Weaver during 2023, as discussed in Note 2 , we used various valuation techniques to determine fair value, with the primary technique being the cost approach to value personal property, which uses significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.

In connection with the acquisition of Sour Strips in 2024, as discussed in Note 2 , we used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis and the relief-from-royalty, a form of the multi-period excess earnings, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.

Additionally, we estimated the fair value of the contingent consideration using a Monte Carlo simulation model.

2023 Activity

In connection with the acquisitions of Lily’s, Dot’s and Pretzels during 2021, as discussed in Note 2 , we used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis and the relief-from-royalty, a form of the multi-period excess earnings, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.

We lease office and retail space, warehouse and distribution facilities, land, vehicles, and equipment.

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We periodically undertake business realignment activities designed to increase our efficiency and focus our business in support of our key growth strategies.

Costs associated with business realignment activities are classified in our Consolidated Statements of Income as follows:

For the years ended December 31, 2023 2022 2021

Cost of sales $ 527 $ 3 $ 5,220

Selling, marketing and administrative expense 2,472 2,425 7,854

Business realignment costs 441 1,989 3,525

Costs associated with business realignment activities $ 3,440 $ 4,417 $ 16,599

Costs recorded by program in 2023, 2022 and 2021 related to these activities were as follows:

For the years ended December 31, 2023 2022 2021

International Optimization Program:

Severance and employee benefit costs $ 441 $ 2,001 $ 3,982

Other program costs 2,999 2,416 12,617

Total $ 3,440 $ 4,417 $ 16,599

Amounts classified as liabilities qualifying as exit and disposal costs primarily represent employee-related and certain third-party service provider charges;

however, such amounts at December 31, 2023 are not significant and are expected to be paid within the next 12 months.

Advancing Agility & Automation Initiative

On February 2, 2024, the Board of Directors of the Company approved a multi-year productivity initiative (“Advancing Agility & Automation” or "AAA") to improve supply chain and manufacturing-related spend, optimize selling, general and administrative expenses, leverage new technology and business models to further simplify and automate processes, and generate long-term savings.

On February 2, 2024, the Board of Directors of the Company approved a multi-year productivity initiative (“Advancing Agility & Automation Initiative” or “AAA Initiative”) to improve supply chain and manufacturing-related spend, optimize selling, general and administrative expenses, leverage new technology and business models to further simplify and automate processes, and generate long-term savings.

The Company estimates that the AAA Initiative will result in total pre-tax costs of $ 200,000 to $ 250,000 from inception through 2026.

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At the conclusion of the program in 2026, ongoing annual savings are expected to be approximately $ 300,000 .

Since inception through December 31, 2024, we recognized total costs associated with the AAA Initiative of $ 117,536 .

These charges predominantly included employee severance and related separation benefits related to workforce reductions and third-party costs supporting the design and implementation of the new organizational structure, as well as technology capability costs.

The costs and related benefits of the AAA Initiative predominantly relates to the North America Confectionery segment and Corporate.

However, segment operating results do not include these business realignment expenses because we evaluate segment performance excluding such costs.

2020 International Optimization Program

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This program was completed in 2023.

For the years ended December 31, 2023 and 2022, we recognized total costs associated with the International Optimization Program of $ 3,440 and $ 4,417 , respectively.

These charges predominantly included third-party charges in support of our initiative to transform our China operating model, as well as severance and employee benefit costs.

Since inception, we have incurred pre-tax charges to execute the program totaling $ 53,799 .

Costs associated with business realignment activities are classified in our Consolidated Statements of Income as follows:

For the years ended December 31, 2024 2023 2022

Cost of sales $ 12,168 $ 527 $ 3

Selling, marketing and administrative expense 76,333 2,472 2,425

Business realignment costs 29,035 441 1,989

Costs associated with business realignment activities $ 117,536 $ 3,440 $ 4,417

The Hershey Company | 2024 Form 10-K | Page 74

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(amounts in thousands, except share data or if otherwise indicated)

For the year ended December 31, 2023 and 2022, we recognized total costs associated with the International Optimization Program of $ 3,440 and $ 4,417 .

These charges predominantly included third-party charges in support of our initiative to transform our China operating model, as well as severance and employee benefit costs.

Since inception, we have incurred pre-tax charges to execute the program totaling $ 53,799 .

Costs recorded by program in 2024, 2023 and 2022 related to these activities were as follows:

For the years ended December 31, 2024 2023 2022

Advancing Agility & Automation Initiative:

Severance and employee benefit costs $ 29,035 $ — $ —

Other program costs 88,501 — —

International Optimization Program:

Severance and employee benefit costs $ — $ 441 $ 2,001

Other program costs — 2,999 2,416

Total $ 117,536 $ 3,440 $ 4,417

The following table presents the liability activity for costs qualifying as exit and disposal costs for the year ended December 31, 2024:

Liability balance at December 31, 2023 (1)

2024 business realignment charges (2)

Cash payments ( 18,618 )

Liability balance at December 31, 2024 (1)

(1) The liability balances reflected above are reported within accrued liabilities and other long-term liabilities.

(2) The costs reflected in the liability roll-forward represent employee-related charges.

The components of income before income taxes were as follows:

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Inventories 10,736 13,250

Derivative instruments 37,558 —

Pension 8,440 10,001

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Net deferred tax liabilities $ ( 387,178 ) $ ( 301,244 )

Changes in deferred taxes were primarily due to acquired intangibles and accelerated tax depreciation on property, plant and equipment.

Changes in deferred taxes were primarily due to acquired intangibles, derivative instruments and accelerated tax depreciation on property, plant and equipment.

The valuation allowances as of December 31, 2024 and 2023 were primarily related to various foreign jurisdictions' net operating loss carryforwards and other deferred tax assets that we do not expect to realize.

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Additions for tax positions taken during prior years

11,567 17,987

Reductions for tax positions taken during prior years

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Additions for tax positions taken during the current year

( 201 ) ( 9,838 )

Expiration of statutes of limitations

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We report accrued interest and penalties related to unrecognized tax benefits in income tax expense.

We recognized a net tax expense of $ 12,027 , $ 4,862 and $ 8,924 in 2023, 2022 and 2021, respectively, for interest and penalties.

We recognized a net tax benefit of $ 7,068 in 2024, and a net tax expense of $ 12,027 and $ 4,862 in 2023 and 2022, respectively, for interest and penalties.

Accrued net interest and penalties were $ 30,286 as of December 31, 2024 and $ 37,355 as of December 31, 2023.

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We reasonably expect reductions in the liability for unrecognized tax benefits of approximately $ 5,462 within the next 12 months because of the expiration of statutes of limitations and settlements of tax audits.

As of December 31, 2023, we had approximately $ 656,389 of undistributed earnings of our international subsidiaries.

As of December 31, 2024, we had approximately $ 1.1 billion of undistributed earnings of our international subsidiaries.

We continue to reinvest the remainder of the earnings outside of the United States for which there would be a material tax implication to distributing, such as withholding tax, for the foreseeable future and, therefore, have not recognized additional tax expense on these earnings beyond the one-time U.S.

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Organization for Economic Cooperation Development

The Organization for Economic Cooperation and Development (“OECD”) introduced Global Anti-Base Erosion and Profit Shifting Pillar Two regulations which aim to ensure that multi-national entities that exceed the threshold revenue levels are subject to a minimum effective tax rate of 15% in jurisdictions where they operate.

Numerous countries, including European Union member states, have enacted, or are expected to enact, related legislation with general implementation of a global minimum tax as of January 1, 2025.

The Company is subject to OECD Pillar Two regulations, which may result in additional tax liabilities in jurisdictions where the effective tax rate falls below the 15% threshold.

The Company has evaluated and will continue to monitor the impact of these new rules but does not anticipate that they will have a material impact on the Company’s effective tax rate.

Investments in Partnerships Qualifying for Tax Credits

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The equity investment write-down is reflected within other (income) expense, net in the Consolidated Statements of Income (see Note 17 ).

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law.

The IRA enacted a 15% corporate minimum tax on certain corporations and an excise tax on share repurchases after December 31, 2022, and created and extended certain energy-related tax credits and incentives.

For the year ended December 31, 2023, the tax-related provisions of the IRA did not have a material impact on our consolidated financial statements, including our annual effective tax rate, or on our liquidity.

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

We sponsor a number of defined benefit pension plans.

The primary plans were The Hershey Company Retirement Plan (“Retirement Plan”) and the Hershey Company Retirement Plan for Hourly Employees (“Hourly Plan”).

These are cash balance plans that provide pension benefits for most U.S.

The primary plan is The Hershey Retirement Plan for Salaried and Hourly Employees.

This is a cash balance plan that provides pension benefits for most U.S.

employees hired prior to January 1, 2007.

Effective December 31, 2023, the Hourly Plan merged into the Retirement Plan and the name was changed to The Hershey Retirement Plan for Salaried and Hourly Employees.

We also sponsor two post-retirement benefit plans:

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Net amounts recognized in AOCI $ ( 112,399 ) $ ( 120,623 ) $ ( 9,698 ) $ ( 7,177 )

The projected benefit obligation during 2023 was impacted by actuarial loss of $ 23,187 which was mainly the result of the discount rate assumption decreasing from 5.5 % at December 31, 2022 to 5.1 % at December 31, 2023.

The projected benefit obligation during 2024 was impacted by actuarial gain of $ 5,337 which was mainly the result of the discount rate assumption increasing from 5.1 % at December 31, 2023 to 5.5 % at December 31, 2024.

The accumulated benefit obligation for all defined benefit pension plans was $ 753,886 as of December 31, 2024 and $ 789,257 as of December 31, 2023.

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Fair value of plan assets

50,718 44,584

Net Periodic Benefit Cost

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The Society of Actuaries did not update the Pri-2012 mortality tables in 2023 or 2024.

Adoption of the updated scales did not have a significant impact on our current pension obligations or net period benefit cost since our primary plans are cash balance plans and most participants take lump-sum settlements upon retirement.

We broadly diversify our pension plan assets across public equity, fixed income, diversified credit strategies and diversified alternative strategies asset classes.

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Alternative investments, including real estate, listed infrastructure and other

As of December 31, 2024, actual allocations were consistent with the targets and within our allowable ranges.

We expect the level of volatility in pension plan asset returns to be in line with the overall volatility of the markets within

The Hershey Company | 2024 Form 10-K | Page 81

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As of December 31, 2023, actual allocations were consistent with the targets and within our allowable ranges.

We expect the level of volatility in pension plan asset returns to be in line with the overall volatility of the markets within each asset class.

each asset class.

The following table sets forth by level, within the fair value hierarchy (as defined in Note 6 ), pension plan assets at their fair values as of December 31, 2024:

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Equity securities:

International all-cap — — — 395 395

Global all-cap (a) — — — 209,245 209,245

— — — 206,636 206,636

Fixed income securities:

government/agency — — — 186,095 186,095

— — — 173,122 173,122

Corporate bonds (b)

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International government/corporate bonds (c) — — — 29,254 29,254

— — — 26,489 26,489

Diversified credit (d) — — — 123,081 123,081

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$ 909 $ 42,202 $ — $ 793,732 $ 836,843

(1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy but are included to reconcile to the amounts presented in our Obligations and Funded Status table.

The Hershey Company | 2024 Form 10-K | Page 82

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(a) This category comprises equity funds that primarily track the MSCI World Index or MSCI All Country World Index.

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8,957 8,372 7,918 7,569 7,303 32,483

The Hershey Company | 2023 Form 10-K | Page 85

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Annuitization of Other Post Employment Benefits

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The Company sponsors several defined contribution plans to provide retirement benefits to employees.

Contributions to The Hershey Company 401(k) Plan and similar plans for non-domestic employees are based on a portion of eligible pay up to a defined maximum.

Contributions to The Hershey Company 401(k) Plan and similar plans for non-domestic employees are based on a portion of eligible

The Hershey Company | 2024 Form 10-K | Page 83

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

pay up to a defined maximum.

All matching contributions were made in cash.

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As of December 31, 2024, total stock-based compensation expense related to non-vested awards not yet recognized was $ 53,368 and the weighted-average period over which this amount is expected to be recognized was approximately 1.7 years.

The Hershey Company | 2023 Form 10-K | Page 86

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Stock Options

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Expense for stock options is based on grant date fair value and recognized on a straight-line method over the vesting period, net of estimated forfeitures.

The Hershey Company | 2024 Form 10-K | Page 84

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

A summary of activity relating to grants of stock options for the year ended December 31, 2024 is as follows:

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(i) North America Confectionery, (ii) North America Salty Snacks and (iii) International.

This organizational structure aligns with how our CODM manages our business, including resource allocation and performance assessment, and further aligns with our product categories and the key markets we serve.

This organizational structure aligns with how our CODM, Michele Buck, Chairman of the Board, President, and Chief Executive Officer manages our business, including resource allocation and performance assessment, and further aligns with our product categories and the key markets we serve.

• North America Confectionery – This segment is responsible for our traditional chocolate and non-chocolate confectionery market position in the United States and Canada.

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We currently have operations and manufacture product in Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and also distribute and sell confectionery products in export markets of Asia, Latin America, Middle East, Europe, Africa and other regions.

For segment reporting purposes, we use “segment income” to evaluate segment performance and allocate resources.

For segment reporting purposes, the CODM uses “segment income” to evaluate segment performance and allocate resources, including considering budget-to-actual variances and prior year-to-actual variances on a monthly basis.

Segment income excludes unallocated general corporate administrative expenses, unallocated mark-to-market gains and losses on commodity derivatives, business realignment and impairment charges, acquisition-related costs and other unusual gains or losses that are not part of our measurement of segment performance.

These items of our operating income are managed centrally at the corporate level and are excluded from the measure of segment income reviewed by the CODM as well the measure of segment performance used for incentive compensation purposes.

These items of our operating profit are managed centrally at the corporate level and are excluded from the measure of segment income reviewed by the CODM as well the measure of segment performance used for incentive compensation purposes.

Accounting policies associated with our operating segments are generally the same as those described in Note 1 .

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Our segment net sales and earnings were as follows:

For the years ended December 31, 2023 2022 2021

North America Confectionery $ 9,123,139 $ 8,536,480 $ 7,682,416

North America Salty Snacks 1,092,689 1,029,405 555,424

International 949,164 853,409 733,497

Total $ 11,164,992 $ 10,419,294 $ 8,971,337

Segment income:

North America Confectionery $ 3,117,044 $ 2,811,066 $ 2,475,873

North America Salty Snacks 158,333 159,935 100,777

International 148,259 107,927 74,170

For the year ended December 31, 2024

North America Confectionery North America Salty Snacks International Total

Net sales $ 9,118,590 $ 1,135,720 $ 947,953 $ 11,202,263

Cost of sales 4,984,764 719,850 642,634

SM&A expense 1,188,138 216,480 193,800

Total segment income $ 2,945,688 $ 199,390 $ 111,519 $ 3,256,597

Unallocated corporate expense (1) 701,266

Unallocated mark-to-market losses (gains) on commodity derivatives 58,939 78,182 ( 24,376 )

Unallocated mark-to-market gains on commodity derivatives ( 460,437 )

Costs associated with business realignment activities (see Note 9 )

3,440 4,417 16,599

Operating profit $ 2,898,232

Interest expense, net (see Note 4 )

151,785 137,557 127,417

Other (income) expense, net (see Note 17 )

237,218 206,159 119,081

Income before income taxes $ 2,473,936

(1) Includes centrally-managed (a) corporate functional costs relating to legal, treasury, finance, and human resources, (b) expenses associated with the oversight and administration of our global operations, including warehousing, distribution and manufacturing, information systems and global shared services, (c) non-cash stock-based compensation expense, (d) acquisition-related costs and (e) other gains or losses that are not integral to segment performance.

For the year ended December 31, 2023

North America Confectionery North America Salty Snacks International Total

Net sales $ 9,123,139 $ 1,092,689 $ 949,164 $ 11,164,992

Cost of sales 4,781,671 726,569 601,175

SM&A expense 1,224,424 207,787 199,730

Total segment income $ 3,117,044 $ 158,333 $ 148,259 $ 3,423,636

Unallocated corporate expense (1) 800,390

Unallocated mark-to-market losses on commodity derivatives 58,939

Costs associated with business realignment activities (see Note 9 )

Operating profit $ 2,560,867

Interest expense, net (see Note 4 )

Other (income) expense, net (see Note 17 )

Income before income taxes $ 2,171,864

For the year ended December 31, 2022

North America Confectionery North America Salty Snacks International Total

Net sales $ 8,536,480 $ 1,029,405 $ 853,409 $ 10,419,294

Cost of sales 4,573,435 704,589 560,258

SM&A expense 1,151,979 164,881 185,224

Total segment income $ 2,811,066 $ 159,935 $ 107,927 $ 3,078,928

Unallocated corporate expense (1) 735,542

Unallocated mark-to-market losses on commodity derivatives 78,182

Costs associated with business realignment activities (see Note 9 )

Operating profit $ 2,260,787

Interest expense, net (see Note 4 )

Other (income) expense, net (see Note 17 )

Income before income taxes $ 1,917,071

The Hershey Company | 2024 Form 10-K | Page 89

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

compensation expense, (d) acquisition-related costs and (e) other gains or losses that are not integral to segment performance.

Activity within the unallocated mark-to-market losses (gains) on commodity derivatives is as follows:

For the years ended December 31, 2024 2023 2022

Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in income $ 53,085 $ ( 44,569 ) $ ( 85,402 )

Net (gains) losses on mark-to-market valuation of commodity derivative positions recognized in income $ ( 509,870 ) $ 53,085 $ ( 44,569 )

Net gains on commodity derivative positions reclassified from unallocated to segment income 49,433 5,854 122,751

Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative losses (gains) $ 58,939 $ 78,182 $ ( 24,376 )

Net (gains) losses on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative losses (gains) $ ( 460,437 ) $ 58,939 $ 78,182

As of December 31, 2024, the cumulative amount of mark-to-market gains on commodity derivatives that have been recognized in our consolidated cost of sales and not yet allocated to reportable segments was $ 410,230 .

Based on our forecasts of the timing of the recognition of the underlying hedged items, we expect to reclassify net pretax gains on commodity derivatives of $ 143,779 to segment operating results in the next twelve months.

The Hershey Company | 2023 Form 10-K | Page 91

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Depreciation and amortization expense included within segment income presented above is as follows:

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The holders of Common Stock have 1 vote per share and the holders of Class B Common Stock have 10 votes per share.

However, the Common Stock holders, voting separately as a class, are entitled to elect one-sixth of the Board.

With respect to dividend rights, the Common Stock holders are entitled to cash dividends 10 % higher than those declared and paid on the Class B Common Stock.

Class B Stock can be converted into Common Stock on a share-for-share basis at any time.

During 2023 and 2022, 3,500,000 shares and 2,500,000 shares, respectively, of Class B Common Stock were converted to Common Stock by Hershey Trust Company, as trustee for the Milton Hershey School Trust (the “School Trust”).

During 2021, no shares of Class B Stock were converted into Common Stock.

However, the Common Stock holders, voting

The Hershey Company | 2024 Form 10-K | Page 90

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separately as a class, are entitled to elect one-sixth of the Board.

With respect to dividend rights, the Common Stock holders are entitled to cash dividends 10 % higher than those declared and paid on the Class B Common Stock.

Class B Stock can be converted into Common Stock on a share-for-share basis at any time.

During 2024, no shares of Class B Stock were converted into Common Stock.

During 2023 and 2022, 3,500,000 shares and 2,500,000 shares, respectively, of Class B Stock were converted to Common Stock by Hershey Trust Company, as trustee for the Milton Hershey School Trust (the “School Trust”).

Changes in the outstanding shares of Common Stock for the past three years were as follows:

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On August 16, 2022, the IRA was signed into law, which enacted a 1% excise tax on share repurchases beginning after December 31, 2022.

As of December 31, 2023, Hershey’s excise tax associated with net share repurchases is $ 2.4 million.

A corresponding liability for excise tax associated with net share repurchases is classified on our Consolidated Balance Sheets within accrued liabilities.

As of December 31, 2024 and December 31, 2023, Hershey’s excise tax associated with net share repurchases was $ 4.7 million and $ 2.4 million, respectively.

A corresponding liability for the December 31, 2024 excise tax associated with net share repurchases is classified on our Consolidated Balance Sheets within accrued liabilities.

In July 2018, our Board of Directors approved a $ 500 million share repurchase authorization to repurchase shares of our Common Stock.

In May 2021, our Board of Directors approved an additional $ 500 million share repurchase authorization.

As a result of the February 2023 Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, the July 2018 share repurchase authorization was completed and as of December 31, 2023, approximately $ 370 million remains available for repurchases under our May 2021 share repurchase authorization.

As a result of the February 2023 Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, the July 2018 share repurchase authorization was completed.

In May 2021, our Board of Directors approved an additional $ 500 million share repurchase authorization, which was completed as of March 31, 2024.

In December 2023, our Board of Directors approved an additional $ 500 million share repurchase authorization.

This program is to commence after the existing 2021 authorization is completed and is to be utilized at management’s discretion.

This program commenced after the existing May 2021 authorization was completed and is to be utilized at management’s discretion.

Approximately $ 470 million remains available for repurchases under our December 2023 share repurchase authorization.

We are authorized to purchase our outstanding shares in open market and privately negotiated transactions.

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Purchases under approved share repurchase authorizations are in addition to our practice of buying back shares sufficient to offset those issued under incentive compensation plans.

Hershey Trust Company

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Hershey Trust Company, as trustee for the School Trust, or any successor trustee, or Milton Hershey School, as appropriate, must approve any issuance of shares of Common Stock or other action that would result in it not continuing to have voting control of our Company.

Stock Purchase Agreements

In February 2023, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company purchased 1,000,000 shares of the Company’s Common Stock from the School Trust at a price equal to $ 239.91 per share, for a total purchase price of $ 239,910 .

As a result of this repurchase, our July 2018 share repurchase authorization program was completed in February 2023.

In February 2022, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company purchased 1,000,000 shares of the Company’s Common Stock from the School Trust at a price equal to $ 203.35 per share, for a total purchase price of $ 203,350 .

The Hershey Company | 2024 Form 10-K | Page 91

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(amounts in thousands, except share data or if otherwise indicated)

Stock Purchase Agreements

As a result of this repurchase, our July 2018 share repurchase authorization program was completed in February 2023.

COMMITMENTS AND CONTINGENCIES

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While it is not feasible to predict or determine the outcome of such proceedings and claims with certainty, in our opinion these matters, both individually and in the aggregate, are not expected to have a material effect on our financial condition, results of operations or cash flows.

The Hershey Company | 2024 Form 10-K | Page 92

THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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Collective Bargaining

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Collective bargaining agreements covered approximately 6,525 employees, or approximately 33 % of the Company’s employees worldwide.

During 2024, agreements will be negotiated for certain employees at five facilities, four of which are outside of the United States, comprising approximately 72 % of total employees under collective bargaining agreements.

During 2025, agreements will be negotiated for certain employees at seven facilities, none of which are within the United States, comprising approximately 69 % of total employees under collective bargaining agreements.

We currently expect that we will be able to renegotiate such agreements on satisfactory terms when they expire.

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Most transactions with these related parties are immaterial and do not require disclosure, but certain transactions are more significant in nature and have been deemed material for disclosure.

A summary of material related party transactions with Hershey Trust Company and/or its affiliates for the years ended December 31, 2023 and 2022 is noted below.

There were no material related party transactions with Hershey Trust Company and/or its affiliates for the year ended December 31, 2024.

A summary of material related party transactions with Hershey Trust Company and/or its affiliates for the years ended December 31, 2023 and 2022 is noted below.

Sale and Donation of Property, Plant and Equipment

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data