HERSHEY CO 10-Q

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 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. Table of Contents The Hershey Company | Q1 2025 Form 10-Q | Page 43 Item 6. Exhibits. The following exhibits are filed as part of this Quarterly Report on Form 10-Q: Exhibit Number Description 3.1 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. 3.2 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. 4.1 Indenture between The Hershey Company and U.S. 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. 333-159246), filed on May 14, 2009). 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. These classes consist of the following: 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). 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). 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). 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). The Company undertakes to furnish copies of the agreements governing these debt instruments to the Securities and Exchange Commission upon its request. 10.1 Executive Employment Agreement , Amended and Restated as of January 9, 2025, by and between The Hershey Company and Mich e le G. Buck, is incorporated by reference from Exhibit 10. 1 to the Company ’ s Current Report on Form 8-K filed January 1 5, 2025. + 10.2 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. + 10.3 Form of Notice of Special Award of Restricted Stock Units (Replacement Equity). *+ 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. * 32.1 Certification of Michele G. Buck, Chief Executive Officer, and Steven E. Voskuil, Chief Financial Officer, pursuant to Section 906 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.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 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 for the quarterly period ended March 30, 2025, formatted in Inline XBRL and contained in Exhibit 101. * Filed herewith ** Furnished herewith + Management contract, compensatory plan or arrangement Table of Contents The Hershey Company | Q1 2025 Form 10-Q | Page 44 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: May 1, 2025 /s/ Steven E. Voskuil Steven E. Voskuil Senior Vice President, Chief Financial Officer (Principal Financial Officer) Date: May 1, 2025 /s/ Jennifer L. McCalman Jennifer L. McCalman Vice President, Chief Accounting Officer (Principal Accounting Officer) Table of Contents The Hershey Company | Q1 2025 Form 10-Q | Page 45