What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-30 compared with 2025-07-30 · 174 added, 158 removed, 955 unchanged (26% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net sales $ 3,181,418 $ 2,987,494 $ 8,601,555 $ 8,314,723

26 unchanged sentences

(in thousands)

For the Three Months Ended For the Six Months Ended

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

For the Three Months Ended For the Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 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

16 unchanged sentences

(in thousands, except share data)

June 29, 2025 December 31, 2024

September 28, 2025 December 31, 2024

Current assets:

27 unchanged sentences

Common stock, shares issued:

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

166,939,511 at September 28, 2025 and December 31, 2024

166,939 166,939

Class B common stock, shares issued:

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

54,613,514 at September 28, 2025 and December 31, 2024

54,614 54,614

2 unchanged sentences

Treasury—common stock shares, at cost:

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

18,775,431 at September 28, 2025 and 19,169,956 at December 31, 2024

( 2,262,135 ) ( 2,278,551 )

7 unchanged sentences

(in thousands)

Six Months Ended

June 29, 2025 June 30, 2024

Nine Months Ended

September 28, 2025 September 29, 2024

Operating Activities

43 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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

For the Three Months Ended September 28, 2025 and September 29, 2024

(in thousands)

7 unchanged sentences

Stockholders’

Balance, March 30, 2025

Balance, June 29, 2025

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

8 unchanged sentences

Exercise of stock options and incentive-based transactions 4,215 5,118 9,333

Balance, June 29, 2025

Balance, September 28, 2025

$ — $ 166,939 $ 54,614 $ 1,407,685 $ 5,447,367 $ ( 2,262,135 ) $ ( 250,024 ) $ 4,564,446

7 unchanged sentences

Stockholders’

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

9 unchanged sentences

Repurchase of common stock (including excise tax) 31 31

Balance, June 30, 2024

Balance, September 29, 2024

$ — $ 166,939 $ 54,614 $ 1,342,935 $ 5,172,717 $ ( 2,280,116 ) $ ( 252,120 ) $ 4,204,969

2 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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

For the Nine Months Ended September 28, 2025 and September 29, 2024

(in thousands)

10 unchanged sentences

Net income 563,242 563,242

Other comprehensive loss 33,466 33,466

Other comprehensive income 53,866 53,866

Dividends (including dividend equivalents):

5 unchanged sentences

Exercise of stock options and incentive-based transactions ( 16,340 ) 16,416 76

Balance, June 29, 2025

Balance, September 28, 2025

$ — $ 166,939 $ 54,614 $ 1,407,685 $ 5,447,367 $ ( 2,262,135 ) $ ( 250,024 ) $ 4,564,446

10 unchanged sentences

Net income 1,424,648 1,424,648

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

Other comprehensive loss ( 22,042 ) ( 22,042 )

Dividends (including dividend equivalents):

6 unchanged sentences

Repurchase of common stock (including excise tax) ( 498,942 ) ( 498,942 )

Balance, June 30, 2024

Balance, September 29, 2024

$ — $ 166,939 $ 54,614 $ 1,342,935 $ 5,172,717 $ ( 2,280,116 ) $ ( 252,120 ) $ 4,204,969

14 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 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.

Operating results for the quarter ended September 28, 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.

29 unchanged sentences

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

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This ASU modernizes the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

Under this ASU, costs are capitalized when management has authorized and committed funding and it is probable the project will be completed and the software used as intended.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted and the amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach.

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.

15 unchanged sentences

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.

The Hershey Company | Q3 2025 Form 10-Q | Page 9

2 unchanged sentences

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

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.

GOODWILL AND INTANGIBLE ASSETS

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

The changes in the carrying value of goodwill by reportable segment for the nine months ended September 28, 2025 are as follows:

North America Confectionery North America Salty Snacks International Total

3 unchanged sentences

Foreign currency translation 3,215 — 988 4,203

Balance at June 29, 2025

Balance at September 28, 2025

$ 2,037,454 $ 657,001 $ 16,883 $ 2,711,338

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

June 29, 2025 December 31, 2024

September 28, 2025 December 31, 2024

Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

8 unchanged sentences

$ 1,891,101 $ 1,873,866

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.

In 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 September 28, 2025 and September 29, 2024 was $ 21,202 and $ 19,534 , respectively.

Total amortization expense for the nine months ended September 28, 2025 and September 29, 2024 was $ 62,958 and $ 58,627 , respectively.

SHORT AND LONG-TERM DEBT

1 unchanged sentence

As a source of short-term financing, we utilize cash on hand and commercial paper or bank loans with an original maturity of three months or less.

We maintain a $ 1.35 billion unsecured revolving credit facility with the option to increase borrowings by an additional $ 500 million with the consent of the lenders.

The credit facility is scheduled to expire on April 26, 2028;

however, we may extend the termination date for up to two additional one-year periods upon notice to the administrative agent.

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

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.

In addition to the revolving credit facility, we maintain lines of credit with domestic and international commercial banks.

Commitment fees relating to our revolving credit facility and lines of credit are not material.

Short-term debt consisted of the following:

As of September 28, 2025, we maintained a $ 1.35 billion unsecured revolving credit facility with the option to increase the aggregate amount of the commitments by up to $ 500 million with the consent of the lenders (the “prior credit facility”).

On October 21, 2025, we terminated the prior credit facility, which was scheduled to expire in April 2028, and entered into a new unsecured revolving credit facility (the “new credit facility”).

The new credit facility allows the Company to borrow up to $ 1.875 billion with the option to increase the aggregate amount of the commitments by up to $ 1.0 billion with the consent of the lenders.

The new credit facility is scheduled to expire on October 21, 2030;

however, we may extend the termination date for up to two additional one-year periods upon notice to the administrative agent under the facility.

The Hershey Company | Q3 2025 Form 10-Q | Page 10

2 unchanged sentences

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

June 29, 2025 December 31, 2024

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

As of September 28, 2025, we were in compliance with all covenants pertaining to the prior 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.

In addition to the revolving credit facility, we maintain lines of credit with domestic and international commercial banks.

Commitment fees relating to our revolving credit facility and lines of credit are not material.

Short-term debt consisted of the following:

September 28, 2025 December 31, 2024

Short-term foreign bank borrowings against lines of credit $ 214,959 $ 161,364

6 unchanged sentences

Maturity Date

June 29, 2025 December 31, 2024

September 28, 2025 December 31, 2024

0.900 % Notes (1)

35 unchanged sentences

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

(2) In August 2025, we repaid $ 300,000 of 3.200 % Notes due upon their maturity.

(3) 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”).

Proceeds from the issuance of the 2025 Notes, net of discounts and issuance costs, totaled $ 1,984,545 .

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

The Hershey Company | Q3 2025 Form 10-Q | Page 11

4 unchanged sentences

Net interest expense consists of the following:

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Interest expense $ 61,456 $ 51,906 $ 176,817 $ 148,099

15 unchanged sentences

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

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.

Our open commodity derivative contracts had a notional value of $ 591,789 as of September 28, 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 $ 229,325 at June 29, 2025 and $ 79,028 at December 31, 2024.

The net notional amount of foreign exchange contracts accounted for as cash flow hedges was $ 240,306 at September 28, 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 $ 20,373 at June 29, 2025 and $ 123,014 at December 31, 2024.

The net notional amount of foreign exchange contracts that are not designated as accounting hedges was $ 20,615 at September 28, 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.

11 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 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

The notional amount of the contracts outstanding at September 28, 2025 and December 31, 2024 was $ 33,198 and $ 30,524 , respectively.

The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of September 28, 2025 and December 31, 2024:

September 28, 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 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.

(2) As of September 28, 2025, amounts reflected on a net basis in assets were assets of $ 71,402 and liabilities of $ 68,188 , 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 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.

At September 28, 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 | Q3 2025 Form 10-Q | Page 13

3 unchanged sentences

Income Statement Impact of Derivative Instruments

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:

The effect of derivative instruments on the Consolidated Statements of Income for the three months ended September 28, 2025 and September 29, 2024 was as follows:

Non-designated Hedges Cash Flow Hedges

9 unchanged sentences

$ 35,206 $ 34,156 $ 400 $ 1,779 $ ( 2,206 ) $ ( 560 )

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:

The effect of derivative instruments on the Consolidated Statements of Income for the nine months ended September 28, 2025 and September 29, 2024 was as follows:

Non-designated Hedges Cash Flow Hedges

13 unchanged sentences

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

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 $ 11,370 as of June 29, 2025.

This amount is primarily associated with interest rate swap agreements.

9 unchanged sentences

(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:

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of September 28, 2025 and December 31, 2024:

Assets / Liabilities

Level 1 Level 2 Level 3 Total

June 29, 2025:

September 28, 2025:

Derivative Instruments:

15 unchanged sentences

Other Financial 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 carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair values as of September 28, 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

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

September 28, 2025 December 31, 2024 September 28, 2025 December 31, 2024

Current portion of long-term debt $ 495,556 $ 597,547 $ 502,334 $ 604,965

28 unchanged sentences

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

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

The components of lease expense for the three months ended September 28, 2025 and September 29, 2024 were as follows:

Three Months Ended

Lease expense Classification June 29, 2025 June 30, 2024

Lease expense Classification September 28, 2025 September 29, 2024

Operating lease cost Cost of sales or SM&A (1) $ 15,651 $ 13,678

3 unchanged sentences

Net lease cost (2) $ 18,643 $ 16,951

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

The components of lease expense for the nine months ended September 28, 2025 and September 29, 2024 were as follows:

Nine Months Ended

Lease expense Classification September 28, 2025 September 29, 2024

Operating lease cost Cost of sales or SM&A (1) $ 45,677 $ 39,159

6 unchanged sentences

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

June 29, 2025 December 31, 2024

September 28, 2025 December 31, 2024

Weighted-average remaining lease term (years)

9 unchanged sentences

Supplemental balance sheet information related to leases were as follows:

Leases Classification June 29, 2025 December 31, 2024

Leases Classification September 28, 2025 December 31, 2024

Operating lease ROU assets Other non-current assets $ 336,808 $ 337,739

8 unchanged sentences

Total lease liabilities $ 415,784 $ 419,205

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

The maturities of our lease liabilities as of September 28, 2025 were as follows:

Operating leases Finance leases Total

9 unchanged sentences

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

Six Months Ended

June 29, 2025 June 30, 2024

Nine Months Ended

September 28, 2025 September 29, 2024

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

19 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 $ 204,143 and $ 212,928 as of June 29, 2025 and December 31, 2024, respectively.

Total investments in unconsolidated affiliates were $ 199,575 and $ 212,928 as of September 28, 2025 and December 31, 2024, respectively.

BUSINESS REALIGNMENT ACTIVITIES

6 unchanged sentences

The cash portion of the total cost is estimated to be $ 175,000 to $ 225,000 .

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

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

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

Since inception through September 28, 2025, we recognized total costs associated with the AAA Initiative of $ 169,105 .

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.

1 unchanged sentence

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

The Hershey Company | Q3 2025 Form 10-Q | Page 19

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Cost of sales $ — $ 1,457 $ — $ 12,168

2 unchanged sentences

Costs associated with business realignment activities $ 10,577 $ 49,129 $ 51,569 $ 104,795

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

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(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

Costs recorded by program during the nine months ended September 28, 2025 and September 29, 2024 related to these activities were as follows:

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Advancing Agility & Automation Initiative:

2 unchanged sentences

Total $ 10,577 $ 49,129 $ 51,569 $ 104,795

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

The following table presents the liability activity for costs qualifying as exit and disposal costs for the nine months ended September 28, 2025:

Liability balance at December 31, 2024 (1)

1 unchanged sentence

Cash payments ( 20,557 )

Liability balance at June 29, 2025 (1)

Liability balance at September 28, 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 six months ended June 29, 2025 and June 30, 2024 were 39.3 % and 20.6 %, respectively.

The effective tax rates for the nine months ended September 28, 2025 and September 29, 2024 were 33.3 % and 18.6 %, respectively.

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

5 unchanged sentences

We reasonably expect reductions in the liability for unrecognized tax benefits of approximately $ 15,594 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 | Q3 2025 Form 10-Q | Page 20

2 unchanged sentences

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

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.

The OBBBA did not have a material impact on the Company’s consolidated financial statements for the nine months ended September 28, 2025.

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

Net Periodic Benefit Cost

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

The components of net periodic benefit cost for the three months ended September 28, 2025 and September 29, 2024 were as follows:

Pension Benefits Other Benefits

Three Months Ended Three Months Ended

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

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Service cost $ 3,544 $ 3,827 $ 29 $ 33

2 unchanged sentences

Amortization of prior service credit ( 888 ) ( 1,374 ) ( 96 ) ( 38 )

Amortization of net loss (gain) 3,554 3,808 314 139

Amortization of net loss 3,554 3,814 312 138

Settlement loss 10,597 — — —

Total net periodic benefit cost $ 14,031 $ 3,129 $ 1,480 $ 1,348

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.

We made contributions of $ 254 and $ 3,181 to our pension plans and other benefits plans, respectively, during the third quarter of 2025.

In the third quarter of 2024, we made contributions of $ 1,134 and $ 3,498 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 components of net periodic benefit cost for the six months ended June 29, 2025 and June 30, 2024 were as follows:

The components of net periodic benefit cost for the nine months ended September 28, 2025 and September 29, 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

Nine Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Service cost $ 10,583 $ 11,512 $ 85 $ 100

2 unchanged sentences

Amortization of prior service credit ( 2,667 ) ( 4,120 ) ( 288 ) ( 113 )

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

Amortization of net loss 10,661 11,435 941 416

Settlement loss 10,597 — — —

Total net periodic benefit cost $ 20,810 $ 9,415 $ 4,433 $ 4,049

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.

We made contributions of $ 1,366 and $ 8,612 to our pension plans and other benefits plans, respectively, during the first nine months of 2025.

In the first nine months of 2024, we made contributions of $ 2,120 and $ 7,980 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 | Q3 2025 Form 10-Q | Page 21

2 unchanged sentences

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

During the first nine months of 2025, we recognized pension settlement charges in The Hershey Retirement Plan for Salaried and Hourly Employees due to lump sum withdrawals by employees retiring or leaving the Company.

The non-cash settlement charges, which represent the acceleration of a portion of the respective plan’s accumulated unrecognized actuarial loss, were triggered when the cumulative lump sum distributions exceeded the plan’s anticipated annual service and interest costs.

In connection with the third quarter 2025 settlements, the related plan assets and liabilities were remeasured using a discount rate as of the remeasurement date that was 43 basis points lower than the rate as of December 31, 2024 and an expected rate of return on plan assets of 6.8 %, which was consistent with the rate as of December 31, 2024.

STOCK COMPENSATION PLANS

15 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 Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Pre-tax compensation expense

2 unchanged sentences

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

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.

As of September 28, 2025, total stock-based compensation expense related to non-vested awards not yet recognized was $ 99,229 and the weighted-average period over which this amount is expected to be recognized was approximately 2.0 years.

The Hershey Company | Q3 2025 Form 10-Q | Page 22

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Stock Options

3 unchanged sentences

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 | Q2 2025 Form 10-Q | Page 22

THE HERSHEY COMPANY

NOTES TO UNAUDITED 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 period ended June 29, 2025 is as follows:

A summary of activity relating to grants of stock options for the period ended September 28, 2025 is as follows:

Stock Options Shares Weighted-Average

4 unchanged sentences

Exercised ( 171,857 ) $ 102.56

Outstanding as of June 29, 2025

Outstanding as of September 28, 2025

411,667 $ 108.98 2.4 years $ 32,916

Options exercisable as of June 29, 2025

Options exercisable as of September 28, 2025

402,518 $ 107.01 2.2 years $ 32,828

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 weighted-average fair value of options granted was $ 33.91 and $ 45.95 per share for the periods ended September 28, 2025 and September 29, 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:

Six Months Ended

June 29, 2025 June 30, 2024

Nine Months Ended

September 28, 2025 September 29, 2024

Dividend yields

2 unchanged sentences

Expected term in years 6.3 6.3

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.

The total intrinsic value of options exercised was $ 12,265 and $ 13,327 for the periods ended September 28, 2025 and September 29, 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 six months ended June 29, 2025 and June 30, 2024 can range from 0 % to 250 % of the targeted amounts.

The performance scores of PSU grants during the nine months ended September 28, 2025 and September 29, 2024 can range from 0 % to 250 % of the targeted amounts.

The Hershey Company | Q3 2025 Form 10-Q | Page 23

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

During the nine months ended September 28, 2025 and September 29, 2024, we awarded RSUs to certain executive officers and other key employees under the EICP.

We also awarded RSUs to non-employee directors.

We recognize the compensation expenses associated with employee RSUs over a specified award vesting period based on the grant date fair value of our Common Stock.

We recognize expense for employee RSUs based on the straight-

The Hershey Company | Q2 2025 Form 10-Q | Page 23

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

We recognize expense for employee RSUs based on the straight-line method.

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 June 29, 2025 is as follows:

A summary of activity relating to grants of PSUs and RSUs for the period ended September 28, 2025 is as follows:

Performance Stock Units and Restricted Stock Units

7 unchanged sentences

( 110,222 ) $ 196.37

Outstanding as of June 29, 2025

Outstanding as of September 28, 2025

994,426 $ 189.15

1 unchanged sentence

The following table sets forth information about the fair value of the PSUs and RSUs granted for potential future distribution to employees and non-employee directors.

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.

Six Months Ended

June 29, 2025 June 30, 2024

In addition, the table provides weighted average 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.

Nine Months Ended

September 28, 2025 September 29, 2024

Units granted

6 unchanged sentences

Expected volatility 22.2 % 18.5 %

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.

The fair value of shares vested totaled $ 12,265 and $ 90,372 for the periods ended September 28, 2025 and September 29, 2024, respectively.

Deferred PSUs, deferred RSUs and deferred stock units representing directors’ fees totaled 242,602 units as of September 28, 2025.

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

6 unchanged sentences

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

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.

This organizational structure aligns with how our CODM, Kirk Tanner, 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.

21 unchanged sentences

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

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

Our segment net sales and earnings for the three months ended September 28, 2025 and September 29, 2024 were as follows:

For the three months ended September 28, 2025

North America Confectionery North America Salty Snacks International Total

2 unchanged sentences

SM&A expense 291,900 57,006 48,562

Total segment income $ 503,929 $ 66,480 $ 19,795 $ 590,204

Total segment income (loss) $ 571,475 $ 57,747 $ ( 13,607 ) $ 615,615

Unallocated corporate expense (1) 194,705

Unallocated mark-to-market losses on commodity derivatives 200,727

Unallocated mark-to-market gains on commodity derivatives ( 24,250 )

Costs associated with business realignment activities (see Note 9 )

3 unchanged sentences

Income before income taxes $ 371,910

For the three months ended June 30, 2024

For the three months ended September 29, 2024

North America Confectionery North America Salty Snacks International Total

4 unchanged sentences

Unallocated corporate expense (1) 161,796

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

Unallocated mark-to-market gains on commodity derivatives ( 31,083 )

Costs associated with business realignment activities (see Note 9 )

8 unchanged sentences

(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

Our segment net sales and earnings for the nine months ended September 28, 2025 and September 29, 2024 were as follows:

For the nine months ended September 28, 2025

North America Confectionery North America Salty Snacks International Total

10 unchanged sentences

Income before income taxes $ 844,676

For the six months ended June 30, 2024

For the nine months ended September 29, 2024

North America Confectionery North America Salty Snacks International Total

16 unchanged sentences

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 )

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net (gains) losses on mark-to-market valuation of commodity derivative positions recognized in income $ ( 32,745 ) $ ( 32,270 ) $ 52,657 $ ( 191,734 )

Net gains (losses) on commodity derivative positions reclassified from unallocated to segment income 8,495 1,187 335,275 ( 3,993 )

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.

Net (gains) losses on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses $ ( 24,250 ) $ ( 31,083 ) $ 387,932 $ ( 195,727 )

As of September 28, 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 $ 22,299 .

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 $ 100,866 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 Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

North America Confectionery $ 78,752 $ 64,805 $ 221,311 $ 191,210

4 unchanged sentences

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

United States $ 2,799,716 $ 2,640,336 $ 7,552,700 $ 7,273,235

7 unchanged sentences

A summary of our treasury stock activity is as follows:

Six Months Ended June 29, 2025

Nine Months Ended September 28, 2025

Shares Dollars

19 unchanged sentences

Three Months Ended

June 29, 2025 June 30, 2024

September 28, 2025 September 29, 2024

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

19 unchanged sentences

Earnings Per Share—diluted $ 1.36 $ 1.27 $ 2.20 $ 2.05

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 earnings per share calculations for the three months ended September 28, 2025 and September 29, 2024 excluded 12 and 12 stock options (in thousands), respectively, that would have been antidilutive.

The Hershey Company | Q3 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

Nine Months Ended

September 28, 2025 September 29, 2024

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

19 unchanged sentences

Earnings Per Share—diluted $ 2.77 $ 2.59 $ 7.00 $ 6.53

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 earnings per share calculations for the nine months ended September 28, 2025 and September 29, 2024 excluded 27 and 13 stock options (in thousands), respectively, that would have been antidilutive.

The Hershey Company | Q3 2025 Form 10-Q | Page 31

5 unchanged sentences

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

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

10 unchanged sentences

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

June 29, 2025 December 31, 2024

September 28, 2025 December 31, 2024

Raw materials $ 836,307 $ 477,592

28 unchanged sentences

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

June 29, 2025 December 31, 2024

September 28, 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