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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.
−Removed: During the three months ended September 29, 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)).
+Added: 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).
+Added: 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.
+Added: Name and Title Date of Adoption of 10b5-1 Plan Duration of 10b5-1 Plan (1)
+Added: Aggregate Number of Securities to be Sold or Purchased
+Added: Senior Vice President, International
+Added: Sell 4,000 shares
+Added: Vice President, Chief Accounting Officer
+Added: Sell 974 shares
+Added: Senior Vice President, General Counsel and Secretary
+Added: Sell 3,900 shares
+Added: (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.
+Added: The Hershey Company | Q1 2025 Form 10-Q | Page 43
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
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The Company’s Restated Certificate of Incorporation, as amended, is incorporated by reference from Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2005.
−Removed: The Company's By-laws, as amended and restated as of February 21, 2017, are incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
+Added: The Company's By-laws, as amended and restated as of March 4, 2025, are incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed March 10 , 202 5.
+Added: Indenture between The Hershey Company and U.S.
+Added: Bank National Association, as Trustee, dated as of May 14, 2009 (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-3 of The Hershey Company (File No.
+Added: 333-159246), filed on May 14, 2009).
+Added: 4.2 The Company has issued certain long-term debt instruments, no one class of which creates indebtedness exceeding 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
+Added: These classes consist of the following:
+Added: 1) 4.550% Notes due 2028 (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, dated February 24, 2025).
+Added: 2) 4.750% Notes due 2030 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K, dated February 24, 2025).
+Added: 3) 4.950% Notes due 2032 (incorporated by reference from Exhibit 4.3 to the Company's Current Report on Form 8-K, dated February 24, 2025).
+Added: 4) 5.100% Notes due 2035 (incorporated by reference from Exhibit 4.4 to the Company's Current Report on Form 8-K, dated February 24, 2025).
+Added: The Company undertakes to furnish copies of the agreements governing these debt instruments to the Securities and Exchange Commission upon its request.
+Added: Executive Employment Agreement , Amended and Restated as of January 9, 2025, by and between The Hershey Company and Mich e le G.
+Added: Buck, is incorporated by reference from Exhibit 10.
+Added: 1 to the Company ’ s Current Report on Form 8-K filed January 1 5, 2025.
+Added: Form of Notice of Special Award of Restricted Stock Units (Retention Equity), is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 25, 2025.
+Added: Form of Notice of Special Award of Restricted Stock Units (Replacement Equity).
Certification of Michele G.
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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
−Removed: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2024, formatted in Inline XBRL and contained in Exhibit 101.
+Added: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025, formatted in Inline XBRL and contained in Exhibit 101.
* Filed herewith
** Furnished herewith
+Added: + Management contract, compensatory plan or arrangement
The Hershey Company | Q1 2025 Form 10-Q | Page 44
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THE HERSHEY COMPANY
−Removed: November 7, 2024 /s/ Steven E.
+Added: May 1, 2025 /s/ Steven E.
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
−Removed: November 7, 2024 /s/ Jennifer L.
+Added: May 1, 2025 /s/ Jennifer L.
Vice President, Chief Accounting Officer
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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.