What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-30 compared with 2025-05-01 · 300 added, 138 removed, 813 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net sales $ 2,614,718 $ 2,074,480 $ 5,420,137 $ 5,327,229

26 unchanged sentences

(in thousands)

For the Three Months Ended

March 30, 2025 March 31, 2024

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

For the Three Months Ended For the Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

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

Net income $ 62,719 $ 180,894 $ 286,922 $ 978,347

15 unchanged sentences

(in thousands, except share data)

March 30, 2025 December 31, 2024

June 29, 2025 December 31, 2024

Current assets:

27 unchanged sentences

Common stock, shares issued:

166,939,511 at March 30, 2025 and December 31, 2024

166,939,511 at June 29, 2025 and December 31, 2024

166,939 166,939

Class B common stock, shares issued:

54,613,514 at March 30, 2025 and December 31, 2024

54,613,514 at June 29, 2025 and December 31, 2024

54,614 54,614

2 unchanged sentences

Treasury—common stock shares, at cost:

18,956,021 at March 30, 2025 and 19,169,956 at December 31, 2024

18,898,434 at June 29, 2025 and 19,169,956 at December 31, 2024

( 2,267,253 ) ( 2,278,551 )

7 unchanged sentences

(in thousands)

Three Months Ended

March 30, 2025 March 31, 2024

Six Months Ended

June 29, 2025 June 30, 2024

Operating Activities

19 unchanged sentences

Receipts (payments) related to equity investments in tax credit qualifying partnerships 9,026 ( 46,053 )

Purchase of intangible assets ( 73,597 ) —

Other investing activities ( 6,595 ) ( 222 )

9 unchanged sentences

( 16,197 ) ( 30,012 )

Net cash provided by (used in) financing activities 537,076 ( 221,655 )

Net cash used in financing activities ( 22,492 ) ( 452,874 )

Effect of exchange rate changes on cash and cash equivalents ( 3,026 ) 13,022

9 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended March 30, 2025 and March 31, 2024

For the Three Months Ended June 29, 2025 and June 30, 2024

(in thousands)

7 unchanged sentences

Stockholders’

Balance, December 31, 2024

Balance, March 30, 2025

$ — $ 166,939 $ 54,614 $ 1,372,137 $ 5,652,065 $ ( 2,269,560 ) $ ( 291,299 ) $ 4,684,896

8 unchanged sentences

Exercise of stock options and incentive-based transactions ( 1,819 ) 2,307 488

Balance, June 29, 2025

$ — $ 166,939 $ 54,614 $ 1,387,873 $ 5,442,869 $ ( 2,267,253 ) $ ( 270,424 ) $ 4,514,618

Stock Class B

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive

(Loss) Income Total

Stockholders’

Balance, March 31, 2024

$ — $ 166,939 $ 54,614 $ 1,315,813 $ 5,087,126 $ ( 2,285,370 ) $ ( 230,835 ) $ 4,108,287

Net income 180,894 180,894

Other comprehensive loss ( 20,778 ) ( 20,778 )

Dividends (including dividend equivalents):

Common Stock, $ 1.370 per share

( 202,757 ) ( 202,757 )

Class B Common Stock, $ 1.245 per share

( 67,994 ) ( 67,994 )

Stock-based compensation 11,619 11,619

Exercise of stock options and incentive-based transactions ( 1,556 ) 2,130 574

Repurchase of common stock (including excise tax) 21 21

Balance, June 30, 2024

$ — $ 166,939 $ 54,614 $ 1,325,876 $ 4,997,269 $ ( 2,283,219 ) $ ( 251,613 ) $ 4,009,866

The Hershey Company | Q2 2025 Form 10-Q | Page 6

THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 29, 2025 and June 30, 2024

(in thousands)

Stock Class B

17 unchanged sentences

Exercise of stock options and incentive-based transactions ( 20,555 ) 11,298 ( 9,257 )

Balance, June 29, 2025

$ — $ 166,939 $ 54,614 $ 1,387,873 $ 5,442,869 $ ( 2,267,253 ) $ ( 270,424 ) $ 4,514,618

Stock Class B

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive

(Loss) Income Total

Stockholders’

Balance, December 31, 2023

$ — $ 166,939 $ 54,614 $ 1,345,580 $ 4,562,263 $ ( 1,800,232 ) $ ( 230,078 ) $ 4,099,086

Net income 978,347 978,347

Other comprehensive income ( 21,535 ) ( 21,535 )

Dividends (including dividend equivalents):

Common Stock, $ 2.740 per share

( 407,353 ) ( 407,353 )

Class B Common Stock, $ 2.490 per share

( 135,988 ) ( 135,988 )

Stock-based compensation 18,009 18,009

Exercise of stock options and incentive-based transactions ( 37,713 ) 15,986 ( 21,727 )

Repurchase of common stock (including excise tax) ( 498,973 ) ( 498,973 )

Balance, March 31, 2024

Balance, June 30, 2024

$ — $ 166,939 $ 54,614 $ 1,325,876 $ 4,997,269 $ ( 2,283,219 ) $ ( 251,613 ) $ 4,009,866

See Notes to Unaudited Consolidated Financial Statements.

The Hershey Company | Q2 2025 Form 10-Q | Page 7

12 unchanged sentences

The financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in our opinion, necessary for a fair presentation of the results of operations, financial position, and cash flows for the indicated periods.

Operating results for the quarter ended March 30, 2025 may not be indicative of the results that may be expected for the year ending December 31, 2025 because of seasonal effects on our business.

Operating results for the quarter ended June 29, 2025 may not be indicative of the results that may be expected for the year ending December 31, 2025 because of seasonal effects on our business.

These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 (our “2024 Annual Report on Form 10-K”), which provides a more complete understanding of our accounting policies, financial position, operating results and other matters.

33 unchanged sentences

On March 31, 2025, we entered into a Merger Agreement to acquire LesserEvil, LLC, a privately held company that produces and sells organic popcorn and puffed snack products to retailers and distributors in the United States and Canada, which complements Hershey’s existing product portfolio.

The Merger Agreement contains customary conditions, including, among others, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any law or order prohibiting the consummation of the transactions contemplated in the Merger Agreement and (iii) the accuracy, to specified degrees, of representations and warranties set forth therein and material compliance with covenants.

If approved, the Company expects the acquisition to close by mid-2025 and will be financed with of cash on hand and short-term borrowings.

The Merger Agreement contains customary conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any law or order prohibiting the consummation of the transactions contemplated in the Merger Agreement and (iii) the accuracy, to specified degrees, of representations and warranties set forth therein and material compliance with covenants.

If approved, the Company expects the acquisition to close by the end of 2025 and will be financed with cash on hand and short-term borrowings.

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

5 unchanged sentences

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 first quarter of 2025 includes an immaterial amount of measurement period adjustments to the initial allocation.

We are in process of evaluating additional information necessary to finalize the valuation of assets acquired and liabilities assumed as of the acquisition date.

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

The purchase price allocation has been finalized as of the second quarter of 2025 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.

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

7 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying value of goodwill by reportable segment for the three months ended March 30, 2025 are as follows:

The changes in the carrying value of goodwill by reportable segment for the six months ended June 29, 2025 are as follows:

North America Confectionery North America Salty Snacks International Total

3 unchanged sentences

Foreign currency translation 4,913 — 970 5,883

Balance at March 30, 2025

Balance at June 29, 2025

$ 2,039,152 $ 657,001 $ 16,865 $ 2,713,018

The following table provides the gross carrying amount and accumulated amortization for each major class of intangible asset:

March 30, 2025 December 31, 2024

June 29, 2025 December 31, 2024

Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

8 unchanged sentences

$ 1,912,610 $ 1,873,866

Total amortization expense for the three months ended March 30, 2025 and March 31, 2024 was $ 20,568 and $ 19,554 , respectively.

In the second quarter of 2025, the gross carrying amount of our intangible assets and corresponding accumulated amortization increased as a result of the purchase of the Fulfil brand in North America.

Total amortization expense for the three months ended June 29, 2025 and June 30, 2024 was $ 21,188 and $ 19,539 , respectively.

Total amortization expense for the six months ended June 29, 2025 and June 30, 2024 was $ 41,756 and $ 39,093 , respectively.

SHORT AND LONG-TERM DEBT

5 unchanged sentences

The credit agreements governing the credit facility contain certain financial and other covenants, customary representations, warranties and events of default.

As of March 30, 2025, we were in compliance with all covenants pertaining to the credit facility, and we had no significant compensating balance agreements that legally restricted access to these funds.

As of June 29, 2025, we were in compliance with all covenants pertaining to the credit facility, and we had no significant compensating balance agreements that legally restricted access to these funds.

For more information, refer to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K.

6 unchanged sentences

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

March 30, 2025 December 31, 2024

June 29, 2025 December 31, 2024

Short-term foreign bank borrowings against lines of credit $ 164,968 $ 161,364

6 unchanged sentences

Maturity Date

March 30, 2025 December 31, 2024

June 29, 2025 December 31, 2024

0.900 % Notes (1)

34 unchanged sentences

Long-term portion $ 5,176,436 $ 3,190,210

(1) In June 2025, we repaid $ 300,000 of 0.900 % Notes due upon their maturity.

(2) During the first quarter of 2025, we issued $ 500,000 of 4.550 % Notes due in February 2028, $ 500,000 of 4.750 % Notes due in February 2030, $ 500,000 of 4.950 % Notes due in February 2032 and $ 500,000 of 5.100 % Notes due in February 2035 (together, the “2025 Notes”).

1 unchanged sentence

The 2025 Notes were issued under a shelf registration on Form S-3 filed in May 2024 that registered an indeterminate amount of debt securities.

The Hershey Company | Q2 2025 Form 10-Q | Page 11

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Interest Expense

Net interest expense consists of the following:

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Interest expense $ 60,445 $ 50,149 $ 115,361 $ 96,193

5 unchanged sentences

$ 46,035 $ 41,373 $ 90,657 $ 81,195

The Hershey Company | Q1 2025 Form 10-Q | Page 10

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

DERIVATIVE INSTRUMENTS

8 unchanged sentences

We generally hedge commodity price risks for 3 - to 24 -month periods.

Our open commodity derivative contracts had a notional value of $ 274,738 as of March 30, 2025 and $ 667,421 as of December 31, 2024.

Our open commodity derivative contracts had a notional value of $ 211,978 as of June 29, 2025 and $ 667,421 as of December 31, 2024.

Derivatives used to manage commodity price risk are not designated for hedge accounting treatment.

7 unchanged sentences

The contracts are either designated as cash flow hedges or are undesignated.

The net notional amount of foreign exchange contracts accounted for as cash flow hedges was $ 102,965 at March 30, 2025 and $ 79,028 at December 31, 2024.

The net notional amount of foreign exchange contracts accounted for as cash flow hedges was $ 229,325 at June 29, 2025 and $ 79,028 at December 31, 2024.

The effective portion of the changes in fair value on these contracts is recorded in other comprehensive income and reclassified into earnings in the same period in which the hedged transactions affect earnings.

The net notional amount of foreign exchange contracts that are not designated as accounting hedges was $ 95,887 at March 30, 2025 and $ 123,014 at December 31, 2024.

The net notional amount of foreign exchange contracts that are not designated as accounting hedges was $ 20,373 at June 29, 2025 and $ 123,014 at December 31, 2024.

The change in fair value on these instruments is recorded directly in cost of sales or selling, marketing and administrative (“SM&A”) expense, depending on the nature of the underlying exposure.

The Hershey Company | Q2 2025 Form 10-Q | Page 12

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Interest Rate Risk

6 unchanged sentences

The change in fair value of these derivatives is recorded in selling, marketing and administrative expense, together with the change in the related liabilities.

The notional amount of the contracts outstanding at March 30, 2025 and December 31, 2024 was $ 31,391 and $ 30,524 , respectively.

The Hershey Company | Q1 2025 Form 10-Q | Page 11

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of March 30, 2025 and December 31, 2024:

March 30, 2025 December 31, 2024

The notional amount of the contracts outstanding at June 29, 2025 and December 31, 2024 was $ 29,924 and $ 30,524 , respectively.

The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of June 29, 2025 and December 31, 2024:

June 29, 2025 December 31, 2024

Assets (1) Liabilities (1) Assets (1) Liabilities (1)

9 unchanged sentences

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

(2) As of March 30, 2025, amounts reflected on a net basis in assets were assets of $ 311,408 and liabilities of $ 74,132 , 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.

(2) As of June 29, 2025, amounts reflected on a net basis in assets were assets of $ 59,784 and liabilities of $ 46,461 , 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 liabilities at December 31, 2024 were assets of $ 533,115 and liabilities of $ 32,998 .

At March 30, 2025 and December 31, 2024, the remaining amount reflected in assets and liabilities related to the fair value of other non-exchange traded derivative instruments, respectively.

At June 29, 2025 and December 31, 2024, the remaining amount reflected in assets and liabilities related to the fair value of other non-exchange traded derivative instruments, respectively.

The Hershey Company | Q2 2025 Form 10-Q | Page 13

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Income Statement Impact of Derivative Instruments

The effect of derivative instruments on the Consolidated Statements of Income for the three months ended March 30, 2025 and March 31, 2024 was as follows:

The effect of derivative instruments on the Consolidated Statements of Income for the three months ended June 29, 2025 and June 30, 2024 was as follows:

Non-designated Hedges Cash Flow Hedges

9 unchanged sentences

$ ( 24,237 ) $ ( 37,413 ) $ ( 6,305 ) $ 2,522 $ ( 2,520 ) $ ( 1,796 )

The effect of derivative instruments on the Consolidated Statements of Income for the six months ended June 29, 2025 and June 30, 2024 was as follows:

Non-designated Hedges Cash Flow Hedges

Gains (losses) recognized in income (a) Gains (losses) recognized in other comprehensive income (“OCI”) Gains (losses) reclassified from accumulated OCI (“AOCI”) into income (b)

2025 2024 2025 2024 2025 2024

Commodities futures and options

$ ( 85,402 ) $ 159,464 $ — $ — $ — $ —

Foreign exchange contracts 8,382 ( 156 ) ( 6,430 ) 3,857 1,109 950

Interest rate swap agreements

— — — — ( 4,575 ) ( 4,600 )

Deferred compensation derivatives

4,763 3,047 — — — —

$ ( 72,257 ) $ 162,355 $ ( 6,430 ) $ 3,857 $ ( 3,466 ) $ ( 3,650 )

(a) Gains (losses) recognized in income for non-designated commodities futures and options contracts were included in cost of sales.

2 unchanged sentences

Losses reclassified from AOCI into income for interest rate swap agreements were included in interest expense.

The Hershey Company | Q1 2025 Form 10-Q | Page 12

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The amount of pre-tax net loss on derivative instruments, including interest rate swap agreements and foreign currency forward exchange contracts expected to be reclassified into earnings in the next 12 months was approximately $ 5,361 as of March 30, 2025.

This amount is primarily associated with interest rate swap agreements.

5 unchanged sentences

We did no t have any Level 3 financial assets or liabilities, nor were there any transfers between levels during the periods presented.

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of March 30, 2025 and December 31, 2024:

The Hershey Company | Q2 2025 Form 10-Q | Page 14

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of June 29, 2025 and December 31, 2024:

Assets / Liabilities

Level 1 Level 2 Level 3 Total

March 30, 2025:

June 29, 2025:

Derivative Instruments:

14 unchanged sentences

(3) The fair value of commodities futures and options contracts is based on quoted market prices.

The Hershey Company | Q1 2025 Form 10-Q | Page 13

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Other Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair values as of March 30, 2025 and December 31, 2024 because of the relatively short maturity of these instruments.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair values as of June 29, 2025 and December 31, 2024 because of the relatively short maturity of these instruments.

The estimated fair value of our long-term debt is based on quoted market prices for similar debt issues and is, therefore, classified as Level 2 within the valuation hierarchy.

1 unchanged sentence

Fair Value Carrying Value

March 30, 2025 December 31, 2024 March 30, 2025 December 31, 2024

June 29, 2025 December 31, 2024 June 29, 2025 December 31, 2024

Current portion of long-term debt $ 302,485 $ 597,547 $ 303,021 $ 604,965

1 unchanged sentence

Total $ 5,104,711 $ 3,331,869 $ 5,479,457 $ 3,795,175

The Hershey Company | Q2 2025 Form 10-Q | Page 15

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Other Fair Value Measurements

21 unchanged sentences

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

The components of lease expense for the three months ended March 30, 2025 and March 31, 2024 were as follows:

The components of lease expense for the three months ended June 29, 2025 and June 30, 2024 were as follows:

Three Months Ended

Lease expense Classification March 30, 2025 March 31, 2024

Lease expense Classification June 29, 2025 June 30, 2024

Operating lease cost Cost of sales or SM&A (1) $ 15,815 $ 13,266

3 unchanged sentences

Net lease cost (2) $ 19,032 $ 16,588

The components of lease expense for the six months ended June 29, 2025 and June 30, 2024 were as follows:

Six Months Ended

Lease expense Classification June 29, 2025 June 30, 2024

Operating lease cost Cost of sales or SM&A (1) $ 30,026 $ 25,481

Finance lease cost:

Amortization of ROU assets Depreciation and amortization (1) 4,352 4,371

Interest on lease liabilities Interest expense, net 2,249 2,349

Net lease cost (2) $ 36,627 $ 32,201

(1) Supply chain-related amounts were included in cost of sales.

1 unchanged sentence

Information regarding our lease terms and discount rates were as follows:

March 30, 2025 December 31, 2024

June 29, 2025 December 31, 2024

Weighted-average remaining lease term (years)

4 unchanged sentences

Finance leases 6.3 % 6.3 %

The Hershey Company | Q2 2025 Form 10-Q | Page 17

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Supplemental balance sheet information related to leases were as follows:

Leases Classification March 30, 2025 December 31, 2024

Leases Classification June 29, 2025 December 31, 2024

Operating lease ROU assets Other non-current assets $ 347,694 $ 337,739

8 unchanged sentences

Total lease liabilities $ 427,445 $ 419,205

The Hershey Company | Q1 2025 Form 10-Q | Page 15

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The maturities of our lease liabilities as of March 30, 2025 were as follows:

The maturities of our lease liabilities as of June 29, 2025 were as follows:

Operating leases Finance leases Total

9 unchanged sentences

Supplemental cash flow and other information related to leases were as follows:

Three Months Ended

March 30, 2025 March 31, 2024

Six Months Ended

June 29, 2025 June 30, 2024

Cash paid for amounts included in the measurement of lease liabilities:

5 unchanged sentences

Finance leases 62 983

The Hershey Company | Q2 2025 Form 10-Q | Page 18

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

8 unchanged sentences

We regularly review our investments and adjust accordingly for capital contributions, dividends received and other-than-temporary impairments.

Total investments in unconsolidated affiliates were $ 209,578 and $ 212,928 as of March 30, 2025 and December 31, 2024, respectively.

The Hershey Company | Q1 2025 Form 10-Q | Page 16

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Total investments in unconsolidated affiliates were $ 204,143 and $ 212,928 as of June 29, 2025 and December 31, 2024, respectively.

BUSINESS REALIGNMENT ACTIVITIES

7 unchanged sentences

At the conclusion of the program in 2026, ongoing annual savings are expected to be approximately $ 350,000 to $ 400,000 .

Since inception through March 30, 2025, we recognized total costs associated with the AAA Initiative of $ 143,390 .

Since inception through June 29, 2025, we recognized total costs associated with the AAA Initiative of $ 158,528 .

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.

2 unchanged sentences

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

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Cost of sales $ — $ 8,099 $ — $ 10,712

2 unchanged sentences

Costs associated with business realignment activities $ 15,139 $ 39,000 $ 40,992 $ 55,666

Costs recorded by program during the three months ended March 30, 2025 and March 31, 2024 related to these activities were as follows:

Three Months Ended

March 30, 2025 March 31, 2024

Advancing Agility & Automation Initiative:

Severance and employee benefit costs $ 16,374 $ —

Other program costs 9,480 16,666

Total $ 25,854 $ 16,666

The following table presents the liability activity for costs qualifying as exit and disposal costs for the three months ended March 30, 2025:

The Hershey Company | Q2 2025 Form 10-Q | Page 19

2 unchanged sentences

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

Costs recorded by program during the six months ended June 29, 2025 and June 30, 2024 related to these activities were as follows:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Advancing Agility & Automation Initiative:

Severance and employee benefit costs $ 255 $ 4,937 $ 16,629 $ 4,937

Other program costs 14,884 34,063 24,363 50,729

Total $ 15,139 $ 39,000 $ 40,992 $ 55,666

The following table presents the liability activity for costs qualifying as exit and disposal costs for the six months ended June 29, 2025:

Liability balance at December 31, 2024 (1)

1 unchanged sentence

Cash payments ( 9,683 )

Liability balance at March 30, 2025 (1)

Liability balance at June 29, 2025 (1)

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

1 unchanged sentence

The majority of our taxable income is generated in the United States and taxed at the United States statutory rate of 21 %.

The effective tax rates for the three months ended March 30, 2025 and March 31, 2024 were 30.7 % and 19.1 %, respectively.

Relative to the statutory rate, the 2025 effective tax rate was primarily impacted by foreign rate differential and state taxes.

The effective tax rates for the six months ended June 29, 2025 and June 30, 2024 were 39.3 % and 20.6 %, respectively.

Relative to the statutory rate, the 2025 effective tax rate was primarily impacted by tax reserves, foreign rate differential and state taxes.

The Company and its subsidiaries file tax returns in the United States, including various state and local returns, and in other foreign jurisdictions.

4 unchanged sentences

We reasonably expect reductions in the liability for unrecognized tax benefits of approximately $ 40,438 within the next 12 months because of the expiration of statutes of limitations and settlements of tax audits.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The OBBBA introduces changes to United States tax policy, trade regulations, and federal spending priorities.

Key provisions include the extension and modification of tax provisions from the 2017 Tax Cuts and Jobs Act, modification of certain energy-related tax credits and incentives, and timing of deductions related to certain domestic expenses.

The Company is currently assessing the potential implications of the legislation on its operations and on our consolidated financial statements.

The Hershey Company | Q2 2025 Form 10-Q | Page 20

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

Net Periodic Benefit Cost

The components of net periodic benefit cost for the three months ended March 30, 2025 and March 31, 2024 were as follows:

The components of net periodic benefit cost for the three months ended June 29, 2025 and June 30, 2024 were as follows:

Pension Benefits Other Benefits

Three Months Ended Three Months Ended

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Service cost $ 3,537 $ 3,836 $ 29 $ 33

4 unchanged sentences

Total net periodic benefit cost $ 3,404 $ 3,118 $ 1,479 $ 1,348

We made contributions of $ 689 and $ 2,437 to the pension plans and other benefits plans, respectively, during the first quarter of 2025.

In the first quarter of 2024, we made contributions of $ 816 and $ 1,592 to our pension plans and other benefit plans, respectively.

We made contributions of $ 423 and $ 2,994 to our pension plans and other benefits plans, respectively, during the second quarter of 2025.

In the second quarter of 2024, we made contributions of $ 170 and $ 2,890 to our pension plans and other benefit plans, respectively.

The contributions in 2025 and 2024 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.

The non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans is reflected within other (income) expense, net in the Consolidated Statements of Income (see Note 17 ).

The components of net periodic benefit cost for the six months ended June 29, 2025 and June 30, 2024 were as follows:

Pension Benefits Other Benefits

Six Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Service cost $ 7,039 $ 7,685 $ 56 $ 67

Interest cost 18,469 19,333 2,460 2,431

Expected return on plan assets ( 24,057 ) ( 25,607 ) — —

Amortization of prior service credit ( 1,779 ) ( 2,746 ) ( 192 ) ( 75 )

Amortization of net loss (gain) 7,107 7,621 629 278

Total net periodic benefit cost $ 6,779 $ 6,286 $ 2,953 $ 2,701

We made contributions of $ 1,112 and $ 5,431 to our pension plans and other benefits plans, respectively, during the first six months of 2025.

In the first six months of 2024, we made contributions of $ 986 and $ 4,482 to our pension plans and other benefit plans, respectively.

The contributions in 2025 and 2024 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.

The non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans are reflected within other (income) expense, net in the Consolidated Statements of Income (see Note 17 ).

The Hershey Company | Q2 2025 Form 10-Q | Page 21

19 unchanged sentences

For the periods presented, compensation expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows:

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Pre-tax compensation expense

2 unchanged sentences

Compensation expenses for stock compensation plans are primarily included in SM&A expense.

As of March 30, 2025, total stock-based compensation expense related to non-vested awards not yet recognized was $ 105,959 and the weighted-average period over which this amount is expected to be recognized was approximately 2.1 years.

As of June 29, 2025, total stock-based compensation expense related to non-vested awards not yet recognized was $ 104,049 and the weighted-average period over which this amount is expected to be recognized was approximately 2.0 years.

Stock Options

7 unchanged sentences

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

A summary of activity relating to grants of stock options for the period ended March 30, 2025 is as follows:

A summary of activity relating to grants of stock options for the period ended June 29, 2025 is as follows:

Stock Options Shares Weighted-Average

2 unchanged sentences

Outstanding at beginning of year 579,834 $ 106.73 2.7 years

Granted 5,165 $ 164.16

Exercised ( 74,945 ) $ 96.92

Outstanding as of March 30, 2025

Outstanding as of June 29, 2025

510,054 $ 108.75 2.4 years $ 30,295

Options exercisable as of March 30, 2025

Options exercisable as of June 29, 2025

499,430 $ 106.99 2.3 years $ 30,280

No options were granted for the period ended March 30, 2025.

The weighted-average fair value of options granted was $ 45.95 per share for the period ended March 31, 2024.

The weighted-average fair value of options granted was $ 33.91 and $ 45.95 per share for the periods ended June 29, 2025 and June 30, 2024, respectively.

The fair value was estimated on the date of grant using a Black-Scholes option-pricing model and the following weighted-average assumptions:

Three Months Ended

March 31, 2024

Six Months Ended

June 29, 2025 June 30, 2024

Dividend yields

2 unchanged sentences

Expected term in years 6.3 6.3

The total intrinsic value of options exercised was $ 1,833 and $ 4,148 for the periods ended March 30, 2025 and March 31, 2024, respectively.

The total intrinsic value of options exercised was $ 4,866 and $ 8,357 for the periods ended June 29, 2025 and June 30, 2024, respectively.

Performance Stock Units and Restricted Stock Units

7 unchanged sentences

For performance-based condition components, we estimate the probability that the performance conditions will be achieved each quarter and adjust compensation expenses accordingly.

The performance scores of PSU grants during the three months ended March 30, 2025 and March 31, 2024 can range from 0 % to 250 % of the targeted amounts.

The performance scores of PSU grants during the six months ended June 29, 2025 and June 30, 2024 can range from 0 % to 250 % of the targeted amounts.

We recognize the compensation expenses associated with PSUs ratably over the three-year term.

1 unchanged sentence

The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s Common Stock on the date of grant for performance-based components.

During the three months ended March 30, 2025 and March 31, 2024, we awarded RSUs to certain executive officers and other key employees under the EICP.

During the six months ended June 29, 2025 and June 30, 2024, we awarded RSUs to certain executive officers and other key employees under the EICP.

We also awarded RSUs to non-employee directors.

6 unchanged sentences

The compensation expenses associated with non-employee director RSUs is recognized ratably over the vesting period, net of estimated forfeitures.

A summary of activity relating to grants of PSUs and RSUs for the period ended March 30, 2025 is as follows:

A summary of activity relating to grants of PSUs and RSUs for the period ended June 29, 2025 is as follows:

Performance Stock Units and Restricted Stock Units

7 unchanged sentences

( 63,032 ) $ 203.60

Outstanding as of March 30, 2025

Outstanding as of June 29, 2025

771,534 $ 180.22

2 unchanged sentences

In addition, the table provides assumptions used to determine the fair value of the market-based total shareholder return component using the Monte Carlo simulation model on the date of grant.

Three Months Ended

March 30, 2025 March 31, 2024

Six Months Ended

June 29, 2025 June 30, 2024

Units granted

6 unchanged sentences

Expected volatility 21.7 % 18.5 %

The fair value of shares vested totaled $ 46,251 and $ 84,998 for the periods ended March 30, 2025 and March 31, 2024, respectively.

Deferred PSUs, deferred RSUs and deferred stock units representing directors’ fees totaled 244,525 units as of March 30, 2025.

The fair value of shares vested totaled $ 49,576 and $ 87,723 for the periods ended June 29, 2025 and June 30, 2024, respectively.

Deferred PSUs, deferred RSUs and deferred stock units representing directors’ fees totaled 248,379 units as of June 29, 2025.

Each unit is equivalent to one share of the Company’s Common Stock.

30 unchanged sentences

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

Our segment net sales and earnings were as follows:

For the three months ended

March 30, 2025

Our segment net sales and earnings for the three months ended June 29, 2025 and June 30, 2024 were as follows:

For the three months ended June 29, 2025

North America Confectionery North America Salty Snacks International Total

10 unchanged sentences

Income before income taxes $ 149,112

For the three months ended

March 31, 2024

For the three months ended June 30, 2024

North America Confectionery North America Salty Snacks International Total

4 unchanged sentences

Unallocated corporate expense (1) 161,518

Unallocated mark-to-market losses on commodity derivatives 53,371

Costs associated with business realignment activities (see Note 9 )

Operating profit $ 287,821

Interest expense, net (see Note 4 )

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

Income before income taxes $ 245,874

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

The Hershey Company | Q2 2025 Form 10-Q | Page 26

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Our segment net sales and earnings for the six months ended June 29, 2025 and June 30, 2024 were as follows:

For the six months ended June 29, 2025

North America Confectionery North America Salty Snacks International Total

Net sales $ 4,385,608 $ 593,317 $ 441,212 $ 5,420,137

Cost of sales 2,589,848 375,172 302,396

SM&A expense 595,457 109,812 90,295

Total segment income $ 1,200,303 $ 108,333 $ 48,521 $ 1,357,157

Unallocated corporate expense (1) 341,952

Unallocated mark-to-market losses on commodity derivatives 412,181

Costs associated with business realignment activities (see Note 9 )

Operating profit $ 562,032

Interest expense, net (see Note 4 )

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

Income before income taxes $ 472,766

For the six months ended June 30, 2024

North America Confectionery North America Salty Snacks International Total

Net sales $ 4,287,136 $ 565,000 $ 475,093 $ 5,327,229

Cost of sales 2,291,239 364,028 316,067

SM&A expense 583,205 110,062 91,266

Total segment income $ 1,412,692 $ 90,910 $ 67,760 $ 1,571,362

Unallocated corporate expense (1) 334,419

Unallocated mark-to-market gains on commodity derivatives ( 164,644 )

5 unchanged sentences

Activity within the unallocated mark-to-market adjustment for commodity derivatives is as follows:

Three Months Ended

March 30, 2025 March 31, 2024

Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in income $ 53,857 $ ( 197,764 )

Net gains (losses) on commodity derivative positions reclassified from unallocated to segment income 157,596 ( 20,251 )

Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses $ 211,453 $ ( 218,015 )

As of March 30, 2025, 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 $ 198,776 .

Based on our forecasts of the timing of the recognition of the underlying hedged items, we expect to reclassify net pre-tax gains on commodity derivatives of $ 163,720 to segment operating results in the next twelve months.

The Hershey Company | Q2 2025 Form 10-Q | Page 27

2 unchanged sentences

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

Activity within the unallocated mark-to-market adjustment for commodity derivatives is as follows:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in income $ 31,545 $ 38,300 $ 85,402 $ ( 159,464 )

Net gains (losses) on commodity derivative positions reclassified from unallocated to segment income 169,182 15,071 326,779 ( 5,180 )

Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses $ 200,727 $ 53,371 $ 412,181 $ ( 164,644 )

As of June 29, 2025, the cumulative amount of mark-to-market losses on commodity derivatives that have been recognized in our consolidated cost of sales and not yet allocated to reportable segments was $ 29,683 .

Based on our forecasts of the timing of the recognition of the underlying hedged items, we expect to reclassify net pre-tax losses on commodity derivatives of $ 1,949 to segment operating results in the next twelve months.

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

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

North America Confectionery $ 72,787 $ 63,984 $ 142,560 $ 126,405

4 unchanged sentences

Additional information regarding our net sales disaggregated by geographical region is as follows:

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

United States $ 2,285,230 $ 1,778,467 $ 4,752,984 $ 4,632,899

1 unchanged sentence

Total $ 2,614,718 $ 2,074,480 $ 5,420,137 $ 5,327,229

The Hershey Company | Q2 2025 Form 10-Q | Page 28

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

TREASURY STOCK ACTIVITY

A summary of our treasury stock activity is as follows:

Three Months Ended March 30, 2025

Six Months Ended June 29, 2025

Shares Dollars

19 unchanged sentences

Three Months Ended

March 30, 2025 March 31, 2024

June 29, 2025 June 30, 2024

Common Stock Class B Common Stock Common Stock Class B Common Stock

19 unchanged sentences

Earnings Per Share—diluted $ 0.31 $ 0.29 $ 0.89 $ 0.83

The earnings per share calculations for the three months ended March 30, 2025 and March 31, 2024 excluded 27 and 12 stock options (in thousands), respectively, that would have been antidilutive.

The earnings per share calculations for the three months ended June 29, 2025 and June 30, 2024 excluded 17 and 13 stock options (in thousands), respectively, that would have been antidilutive.

The Hershey Company | Q2 2025 Form 10-Q | Page 30

2 unchanged sentences

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

Six Months Ended

June 29, 2025 June 30, 2024

Common Stock Class B Common Stock Common Stock Class B Common Stock

Basic earnings per share:

Allocation of distributed earnings (cash dividends paid) $ 406,837 $ 135,988 $ 407,938 $ 135,988

Allocation of undistributed earnings ( 191,695 ) ( 64,208 ) 325,740 108,681

Total earnings—basic $ 215,142 $ 71,780 $ 733,678 $ 244,669

Denominator (shares in thousands):

Total weighted-average shares—basic 148,175 54,614 148,753 54,614

Earnings Per Share—basic $ 1.45 $ 1.31 $ 4.93 $ 4.48

Diluted earnings per share:

Allocation of total earnings used in basic computation $ 215,142 $ 71,780 $ 733,678 $ 244,669

Reallocation of total earnings as a result of conversion of Class B common stock to Common stock 71,780 — 244,669 —

Reallocation of undistributed earnings — 123 — ( 314 )

Total earnings—diluted $ 286,922 $ 71,903 $ 978,347 $ 244,355

Denominator (shares in thousands):

Number of shares used in basic computation 148,175 54,614 148,753 54,614

Weighted-average effect of dilutive securities:

Conversion of Class B common stock to Common shares outstanding 54,614 — 54,614 —

Employee stock options 193 — 308 —

Performance and restricted stock units 186 — 268 —

Total weighted-average shares—diluted 203,168 54,614 203,943 54,614

Earnings Per Share—diluted $ 1.41 $ 1.32 $ 4.80 $ 4.47

The earnings per share calculations for the six months ended June 29, 2025 and June 30, 2024 excluded 27 and 13 stock options (in thousands), respectively, that would have been antidilutive.

The Hershey Company | Q2 2025 Form 10-Q | Page 31

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

OTHER (INCOME) EXPENSE, NET

1 unchanged sentence

A summary of the components of other (income) expense, net is as follows:

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Write-down of equity investments in partnerships qualifying for historic and renewable energy tax credits (see Note 8 )

$ — $ — $ — $ 31,391

Non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans (see Note 11 )

1,317 597 2,637 1,235

Other (income) expense, net ( 3,653 ) ( 23 ) ( 4,028 ) ( 32 )

6 unchanged sentences

The components of certain asset accounts included within our Consolidated Balance Sheets are as follows:

March 30, 2025 December 31, 2024

June 29, 2025 December 31, 2024

Raw materials $ 905,447 $ 477,592

28 unchanged sentences

The components of certain liability and stockholders’ equity accounts included within our Consolidated Balance Sheets are as follows:

March 30, 2025 December 31, 2024

June 29, 2025 December 31, 2024

Accounts payable:

22 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-Q

Item 1. Financial Statements