What changed in this filing

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Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-20 · 25 added, 41 removed, 198 unchanged (25% of the section changed)

8 unchanged sentences

Management’s report on the Company’s internal control over financial reporting appears on the following page.

We are in the process of a multi-year implementation of a new global enterprise resource planning (“ERP”) system, which replaces our existing operating and financial systems.

During the second quarter of 2024, we completed the process of our multi-year implementation of a new global enterprise resource planning (“ERP”) system, which replaced our then-existing operating and financial systems.

The ERP system is designed to accurately maintain the Company’s financial records, enhance operational functionality, and provide timely information to the Company’s management team related to the operation of the business.

During the third quarter of 2022, we completed the implementation of one operating segment that is included in our International segment.

In July 2023, we completed the transition to the new ERP system as the consolidated book of record.

In July 2023, we completed the transition to our new consolidated financial reporting book of record.

During October 2023, we completed the implementation of our new ERP system in the North America Salty Snacks segment.

We updated our internal controls to reflect changes to the financial reporting business processes impacted by the implementation.

Additionally, the Company acquired certain assets that provide additional manufacturing capacity from Weaver Popcorn Manufacturing, Inc.

(“Weaver”) (May 2023).

Other than the implementation of the new ERP system in North America Salty Snacks and the ongoing integration of the Weaver acquisition, there have been no changes to the Company’s internal control over financial reporting during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Further, the final implementation phase will occur in 2024 for the remainder of the business.

The implementation will result in changes to our internal controls over financial reporting.

As implementation occurs, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

We completed the implementation of our new ERP system in the North America Confectionery segment and select operating segments included in our International segment in April 2024.

The implementation of the new ERP system resulted in material changes to our internal controls over financial reporting.

The Company has updated the internal controls as appropriate and will continue to monitor the impact of the implementation on our financial reporting business processes.

There have been no changes to the Company’s internal control over financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Hershey Company | 2024 Form 10-K | Page 98

7 unchanged sentences

Based on this assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective based on those criteria.

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 certain assets that provide additional manufacturing capacity from Weaver, which is included in the 2023 consolidated financial statements of the Company and constituted 1.4% of total assets as of December 31, 2023.

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.

This exclusion is in accordance with the guidance issued by the U.S.

7 unchanged sentences

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 December 31, 2023, 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

VP, Chief Accounting Officer

11/3/2023 2/24/2024 Sell 453 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.

During the three months ended December 31, 2024, no directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

Information About Out Executive Officers” at the end of Part I of this Annual Report on Form 10-K.

The information required by Item 401 of SEC Regulation S-K concerning the directors and nominees for director of the Company, together with a discussion of the specific experience, qualifications, attributes and skills that led the Board to conclude that the director or nominee should serve as a director at this time, will be located in the Proxy Statement in the section entitled “Proposal No.

The information required by Item 401 of SEC Regulation S-K concerning the directors and nominees for director of the Company, together with a discussion of the specific experience, qualifications, attributes and skills that led the Board to conclude that the director or nominee should serve as a director at this time, will be located in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders (the “Proxy Statement”) in the section entitled “Proposal No.

1 – Election of Directors,” which information is incorporated herein by reference.

1 unchanged sentence

Information regarding our Code of Conduct applicable to our directors, officers and employees is located in Part I of this Annual Report on Form 10-K, under the heading “Available Information.”

Information regarding the Company’s Insider Trading Policy required by Item 408(b) of SEC Regulation S-K will be located in the Proxy Statement in the section entitled “Other Compensation Policies and Practices”, which information is incorporated herein by reference.

To the extent disclosure of any delinquent form under Section 16(a) of the Securities Exchange Act of 1934 is made by the Company, such disclosure will be set forth in our Proxy Statement under the caption “Delinquent Section 16(a) Reports” and is incorporated herein by reference.

33 unchanged sentences

3) 2.300% Notes due 2026

4) 2.300% Notes due 2026

4) 7.200% Debentures due 2027

8 unchanged sentences

The Company undertakes to furnish copies of the agreements governing these debt instruments to the Securities and Exchange Commission upon its request.

The Company’s Description of Common Stock and Class B Common Stock registered under Section 12 of the Exchange Act.

The Company’s Description of Common Stock and Class B Common Stock registered under Section 12 of the Exchange Act , is inco rporated by reference from Exhibit 4 .2 to the Company ’ s Annual Report on Form 10- K for the fiscal year ended December 31, 202 0 .

10.1(a) Kit Kat® and Rolo® License Agreement (the “License Agreement”) between the Company and Rowntree Mackintosh Confectionery Limited is incorporated by reference from Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1980.

8 unchanged sentences

Five Year Credit Agreement dated as of April 26, 2023, among the Company and the banks, financial institutions and other institutional lenders listed on the respective signature pages thereof (“Lenders”), Bank of America, N.A., as administrative agent for the Lenders, JPMorgan Chase Bank, N.A.

and Citibank, N.A.

, as syndication agents, Royal Bank of Canada, as documentation agent, and BofA Securities, Inc., JPMorgan Chase Bank, N.A., Citibank, N.A.

, RBC Capital Markets , and U.S.

and Citibank, N.A., as syndication agents, Royal Bank of Canada, as documentation agent, and BofA Securities, Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., RBC Capital Markets, and U.S.

Bank National Association, as joint lead arrangers and joint book managers, is incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 26, 2023 .

1 unchanged sentence

Stock Purchase Agreement, dated February 14, 2022, between Milton Hershey School Trust, by its trustee, Hershey Trust Company, and The Hershey Company, is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 16, 2022.

Amended and Restated Master Supply Agreement between the Company and Barry Callebaut, AG, dated August 31, 2021 , is incorporated by reference from Ex hibit 10.7 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2022 .

Amended and Restated Master Supply Agreement between the Company and Barry Callebaut, AG, dated August 31, 2021, is incorporated by reference from Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company’s Equity and Incentive Compensation Plan, amended and restated February 22, 2011, and approved by our stockholders on April 28, 2011, is incorporated by reference from Appendix B to the Company’s proxy statement filed March 15, 2011.

4 unchanged sentences

Form of Notice of Special Award of Restricted Stock Units (pro-rata vest, effective February 23, 2021) is incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021.

Form of Notice of Special Award of Restricted Stock Units (3-year cliff vest, February 22, 2017 - February 25, 2019 version) is incorporated by reference from Exhibit 10.2(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2017.

Form of Notice of Special Award of Restricted Stock Units (3-year cliff vest, effective February 26, 2019) is incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

Terms and Conditions of Nonqualified Stock Option Awards under the Equity and Incentive Compensation Plan (February 15, 2016 - February 21, 2017 version) is incorporated by reference from Exhibit 10.12(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

The Hershey Company | 2023 Form 10-K | Page 104

Terms and Conditions of Nonqualified Stock Option Awards under the Equity and Incentive Compensation Plan (February 22, 2017 - February 25, 2019 version) is incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2017.

The Hershey Company | 2024 Form 10-K | Page 103

Terms and Conditions of Nonqualified Stock Option Awards under the Equity and Incentive Compensation Plan (February 26, 2019 - February 22, 2021 version) is incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

2 unchanged sentences

Form of Notice of Award of Performance Stock Units (effective February 23, 2021) is incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021.

Form of Notice of Special Award of Performance Stock Units (February 22, 2017 - February 22, 2021 version) is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 5, 2017.

Form of Notice of Special Award of Performance Stock Units (effective February 23, 2021) is incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021.

The Long-Term Incentive Program Participation Agreement is incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 18, 2005.

3 unchanged sentences

The Company’s Compensation Limit Replacement Plan, Amended and Restated as of January 1, 2009, is incorporated by reference from Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

First Amendment to the Company’s Compensation Limit Replacement Plan, Amended and Restated as of December 31, 2023.

First Amendment to the Company’s Compensation Limit Replacement Plan, Amended and Restated as of December 31, 2023 , is incorporated by reference from Exhibit 10.18(b) to the Company ’ s Annual Report on Form 10- K filed February 20, 2024 .

The Company’s Executive Benefits Protection Plan (Group 3A), Amended and Restated as of June 27, 2012, is incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2012.

5 unchanged sentences

Buck is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed February 24, 2017.

The Company’s Directors’ Compensation Plan, Amended and Restated as of December 2, 2008, is incorporated by reference from Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

The Hershey Company Insider Trading Policy, Amended and Restated as of February 27, 2023.

The Company’s Directors’ Compensation Plan, Amended and Restated as of J anuary 1, 2025 .

The Hershey Company Insider Trading Policy, Amended and Restated as of February 27, 2023 , is incorporated herein by reference from Exhibit 19 to the Company ’ s Annual Report on Form 10-K filed February 20, 2024 .

Subsidiaries of the Registrant.

Consent of Ernst & Young LLP.

The Hershey Company | 2023 Form 10-K | Page 105

Certification of Michele G.

5 unchanged sentences

Voskuil, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The Hershey Company Compensation Recover y Policy, effective October 2, 2023.

The Hershey Company | 2024 Form 10-K | Page 104

The Hershey Company Compensation Recovery Policy, effective October 2, 2023 , is incorporated herein by reference from Exhibit 97 to the C o mpany ’ s Annual Report on Form 10-K filed February 20, 2024 .

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.

26 unchanged sentences

McCalman (Principal Accounting Officer)

/s/ ANTHONY J.

PALMER Lead Independent Director February 20, 2024

/s/ PAMELA M.

ARWAY Director February 20, 2024

/s/ VICTOR L.

CRAWFORD Director February 20, 2024

/s/ ROBERT M.

DUTKOWSKY Director February 20, 2024

CRAWFORD Lead Independent Director February 18, 2025

/s/ MARY KAY HABEN Director February 18, 2025

Mary Kay Haben

KATZMAN Director February 20, 2024

DIANE KOKEN Director February 18, 2025

4 unchanged sentences

MALCOLM Director February 18, 2025

OZAN Director February 18, 2025

/s/ ANTHONY J.

PALMER Director February 18, 2025

PEREZ Director February 18, 2025

/s/ CORDEL ROBBIN-COKER Director February 18, 2025

Cordel Robbin-Coker

The Hershey Company | 2024 Form 10-K | Page 106

29 unchanged sentences

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 9A. Controls and Procedures