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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-18 · 62 added, 49 removed, 174 unchanged (39% of the section changed)

8 unchanged sentences

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

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

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

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

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

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

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

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

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

There have been no changes to the Company’s internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

8 unchanged sentences

Based on this assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective based on those criteria.

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the acquisition of the Sour Strips brand from Actual Candy, LLC (“Sour Strips”) on November 8, 2024, which is included in the 2024 consolidated financial statements of the Company and constituted less than 1% of total assets as of December 31, 2024 and less than 1% of net sales for the year then ended.

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of LesserEvil, LLC (“LesserEvil”), which was acquired on November 18, 2025, and is included in the 2025 consolidated financial statements of the Company and constituted 7.3% of total assets as of December 31, 2025 and less than 1% of net sales for the year then ended.

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

Securities and Exchange Commission that allows companies to exclude acquisitions from management’s report on internal control over financial reporting for the first year after the acquisition.

The Company’s independent auditors have audited, and reported on, the Company’s internal control over financial reporting as of December 31, 2024.

The Company’s independent auditors have audited, and reported on, the Company’s internal control over financial reporting as of December 31, 2025, which is included in Item 8 of this report and is incorporated by reference herein.

The Hershey Company | 2025 Form 10-K | Page 102

OTHER INFORMATION

4 unchanged sentences

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

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

The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2025, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

No other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period.

Name and Title Date of Adoption of 10b5-1 Plan Duration of 10b5-1 Plan (1)

Aggregate Number of Securities to be Sold or Purchased

Senior Vice President, International

11/11/2025 8/31/2026 Sell 3,500 shares

Senior Vice President, Chief Supply Chain Officer

11/18/2025 8/31/2026 Sell 2,000 shares

Exercise & sell 3,485 stock options

(1) The plan duration is until the date listed in this column or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

36 unchanged sentences

Exhibit Number Description

The Company’s Restated Certificate of Incorporation, as amended, is incorporated by reference from Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2005.

The Company’s By-laws, as amended and restated as of February 21, 2017, are incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Restated Certificate of Incorporation, as amended by the Company’s Stockholders on May 6, 2025, is incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 2025.

The Company's By-laws, as amended and restated as of December 5, 2025, are incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed December 5, 2025.

4.1 The Company has issued certain long-term debt instruments, no one class of which creates indebtedness exceeding 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

These classes consist of the following:

1) 0.900% Notes due 2025

2) 3.200% Notes due 2025

3) 2.300% Notes due 2026

4) 7.200% Debentures due 2027

5) 4.250% Notes due 2028

6) 2.450% Notes due 2029

7) 1.700% Notes due 2030

8) 4.500% Notes due 2033

9) 3.375% Notes due 2046

10) 3.125% Notes due 2049

11) 2.650% Notes due 2050

1) 2.300% Notes due 202 6 ( incorporated by reference from Exhibit 4.1 to the Company ’ s Current Report on For m 8-K, dated August 9, 201 6).

2) 7.200% Debentures due 202 7 (incorporated by reference to the Compan y ’ s Current Report on Form 8-K, dated August 11, 20 15 ).

3) 4.550% Notes due 2028 (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated February 24, 2025).

4) 4.250% Notes due 202 8 (inc orporated by reference from Exhibit 4.1 to the Company ’ s Current Report on Form 8 - K , dated May 4, 2023.

5) 2.450% Notes due 202 9 (inc orporated by reference from Exhibit 4.2 to the Company ’ s Current Report on Form 8-K, dated October 31 , 2019) .

6) 4.750% Notes due 2030 (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated February 24, 2025).

7) 1.700% Notes due 203 0 (inc orporated by reference from Exhibit 4.2 to the Company ’ s Current Report on Form 8-K, dated June 1, 202 0).

8) 4.950% Notes due 2032 (incorporated by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K, dated February 24, 2025).

9) 4.500% Notes due 203 3 (inc o r p orated by reference from Ex hibit 4.2 to the Company ’ s Current Report on Form 8 - K, dated May 4, 2023.

10) 5.100% Notes due 2035 (incorporated by reference from Exhibit 4.4 to the Company’s Current Report on Form 8-K, dated February 24, 2025).

11) 3.375% Notes due 204 6 (incorporated by reference from Exhibit 4.2 to the Company ’ s Current Report on Form 8-K, dated August 9, 20 16 ).

12) 3.125% Notes due 204 9 (incorporated by reference from Ex hi b it 4.

3 to the Company ’ s Current Report on Form 8-K, dated October 31, 20 19).

The Hershey Company | 2025 Form 10-K | Page 106

13) 2.650% Notes due 205 0 (incorporated by reference from Exhibit 4.3 to the Company ’ s Report on Form 8-K, dated June 1, 202 0.

14) Other Obligations

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

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

The Company’s Description of Common Stock and Class B Common Stock registered under Section 12 of the Exchange Act, is incorporated by reference from Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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

The Hershey Company | 2024 Form 10-K | Page 102

10.1(b) Amendment to the License Agreement is incorporated by reference from Exhibit 19 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 1988.

5 unchanged sentences

Amended and Restated Trademark and Technology License Agreement between Huhtamäki (now Iconic IP Interests, LLC) and the Company is incorporated by reference from Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.

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

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

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

Five Year Credit Agreement dated as of October 21, 2025, among the Company and the banks, financial institutions and other institutional lenders listed on the respective signature pages thereof (“Lenders”), Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A.

and Citibank, N.A., as co-syndication agents, Royal Bank of Canada and U.S.

Bank National Association, as co-documentation agents, and BofA Securities, Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., RBC Capital Markets and U.S.

Bank National Association, as joint lead arrangers and joint book managers, is incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 21, 2025.

Stock Purchase Agreement, dated February 13, 2023, between Milton Hershey School Trust, by its trustee, Hershey Trust Company, and The Hershey Company, is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 15, 2023.

5 unchanged sentences

Form of Notice of Award of Restricted Stock Units (3-year vest, effective February 23, 2021) is incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021.

The Hershey Company | 2025 Form 10-K | Page 107

Form of Notice of Special Award of Restricted Stock Units (pro-rata vest, February 26, 2019 - February 22, 2021 version) is incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

1 unchanged sentence

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

Form of Notice of Special Award of Restricted Stock Units (Retention Equity), is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 25, 2025.

Form of Notice of Special Award of Restricted Stock Units (Replacement Equity), is incorporated by reference from Exhibit 10.3 to Company’s Quarterly Report on Form 10-Q for the quarter ended March March 30, 2025.

Form of Notice of Special Award of Performance Stock Units (effective July 7, 2025), is incorporated by reference from Exhibit 10.2 in the Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 2025.

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

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

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

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

11 unchanged sentences

Employee Confidentiality and Restrictive Covenant Agreement, amended as of February 18, 2013, is incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

The Hershey Company | 2025 Form 10-K | Page 108

Employee Confidentiality and Restrictive Covenant Agreement, amended as of October 10, 2016, is incorporated by reference from Exhibit 10.21(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

2 unchanged sentences

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

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

Executive Employment Agreement, Amended and Restated as of January 9, 2025, by and between The Hershey Company and Michele G.

Buck, is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 15, 2025.

Executive Employment Agreement, dated July 7, 2025, by and between The Hershey Company and Kirk Tanner, is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2025.

The Company’s Directors’ Compensation Plan, Amended and Restated as of January 1, 2025 , is incorporated by reference from Exhibit 10.22 to the Company ’ s Annual Report on Form 10-K fil ed Fe bruary 18, 2025 .

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

1 unchanged sentence

Consent of Ernst & Young LLP.

Certification of Michele G.

Buck, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Kirk Tanner , Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Steven E.

Voskuil, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Michele G.

Buck, Chief Executive Officer, and Steven E.

Certification of Kirk Tanner , Chief Executive Officer, and Steven E.

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

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

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

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

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

17 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.

/s/ MICHELE G.

BUCK Chairman of the Board, President and Chief Executive Officer February 18, 2025

Buck (Principal Executive Officer)

/s/ KIRK TANNER President and Chief Executive Officer February 17, 2026

Kirk Tanner (Principal Executive Officer)

/s/ STEVEN E.

4 unchanged sentences

McCalman (Principal Accounting Officer)

/s/ VICTOR L.

CRAWFORD Lead Independent Director February 18, 2025

/s/ CHRISTOPHER W.

BRANDT Director February 17, 2026

Christopher W.

/s/ TIMOTHY W.

CUROE Director February 17, 2026

/s/ MARY KAY HABEN Director February 17, 2026

Mary Kay Haben

DIANE KOKEN Director February 18, 2025

/s/ HUONG MARIA T.

KRAUS Director February 18, 2025

KRAUS Chairman of the Board, Director February 17, 2026

Huong Maria T.

/s/ ROBERT M.

MALCOLM Director February 18, 2025

/s/ DEIRDRE A.

MAHLAN Director February 17, 2026

NALEBUFF Director February 17, 2026

OZAN Director February 17, 2026

/s/ ANTHONY J.

PALMER Director February 18, 2025

PEREZ Director February 18, 2025

/s/ MARIE QUINTERO-JOHNSON Director February 17, 2026

Marie Quintero-Johnson

/s/ CORDEL ROBBIN-COKER Director February 17, 2026

Cordel Robbin-Coker

/s/ HAROLD SINGLETON III Director February 17, 2026

Harold Singleton III

The Hershey Company | 2025 Form 10-K | Page 110

29 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures