Hershey (HSY) 10-K risk factor changes: FY2025 vs FY2024

The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, [removed: liquidity] [added: liquidity,] and financial condition.

Our Company’s reputation or brand image might be impacted as a result of [removed: issues or] [added: issues,] concerns [added: or regulatory changes] relating to the quality and safety of our products, ingredients or packaging, human and workplace rights, and other environmental, social or governance matters, which in turn could result in litigation or otherwise negatively impact our operating results.

In addition, negative publicity related to our environmental, social or governance practices could also impact our reputation with customers, consumers, [removed: suppliers] [added: suppliers,] and vendors.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 9 | | | [removed: ] [added: ] | | |

We might not be able to hire, [removed: engage] [added: engage,] and retain the talented global human capital we need to drive our growth strategies.

Our future success depends upon our ability to identify, hire, develop, [removed: engage] [added: engage,] and retain talented personnel across the globe.

Activities related to identifying, recruiting, [removed: hiring] [added: hiring,] and integrating qualified individuals require significant time and attention.

Risks associated with climate change and other environmental impacts, and increased focus and evolving views of our customers, stockholders and other stakeholders on [removed: climate change] [added: environmental] issues, could negatively affect our business and operations.

[removed: Climate-related] [added: Climate and broader environmental-related] changes can increase variability in, or otherwise impact, natural disasters, including weather patterns, with the potential for increased frequency and severity of significant weather events, natural hazards, rising mean temperature and sea levels, and long-term changes in precipitation patterns.

Increased focus on [added: the financial impacts of environment and] climate change has led to [added: evolving] legislative and regulatory efforts to [removed: combat both] [added: deal with] potential causes and adverse impacts of climate change, including regulation of GHG emissions.

[removed: New or increasing laws] [added: Laws] and regulations related to GHG emissions and other climate [removed: change] [added: or environmental] related concerns may adversely affect us, our suppliers and our customers, and may require the Company to invest in additional capital investments to maintain compliance.

Climate [removed: change poses] [added: and broader changes in the environment pose] a significant and increasing risk to global food production systems and to the safety and resilience of the communities where we live, work and source our ingredients.

The GHG impacts of land-use change are most pronounced in our cocoa supply chain, where we have already been working for several years to prevent deforestation and build climate [added: and ingredient] resilience.

Investors, customers, advisory services, government [removed: regulators] [added: regulators,] and other market participants may be focused on the environmental or sustainability practices, disclosures and performance of companies.

The Company publishes its environmental goals, with a particular focus on achieving an absolute reduction in our Scope 1 and 2 GHG emissions, Forest Land and Agriculture [removed: (FLAG)] [added: (“FLAG”)] emissions, and non-FLAG emissions consistent with global environmental standards.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 10 | | | [removed: ] [added: ] | | |

The effects and costs of [removed: climate change,] [added: environmental impacts,] or any failure to meet related requirements and expectations, could have a negative impact on our reputation, financial condition and results of operations.

We use many different commodities for our business, including cocoa products, sugar, corn products, dairy products, wheat products, peanuts, almonds, natural [removed: gas] [added: gas,] and diesel fuel.

- Trade agreements among producing and consuming [removed: nations;][added: nations, including tariffs;]

- Other events beyond our control such as the impacts on the business or supply chain [removed: arising] from [removed: the ongoing conflict between Russia and Ukraine.][added: international conflicts or geopolitical tensions.]

For [removed: example,] [added: the year ended December 31, 2025, in addition to higher commodity costs,] our cost of sales [removed: during the year ended 2024] [added: increased] compared to the same period of [removed: 2023 experienced an incremental $563.0] [added: 2024 as a result of $491.0] million of [removed: favorable] [added: unfavorable] mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity [removed: purchases, more than offsetting higher commodity costs.][added: purchases.]

During the year ended [removed: 2024,] [added: 2025,] market prices for the majority of our exchange traded commodities [removed: increased,] [added: remained volatile,] including [removed: cocoa,] [added: cocoa] which has [removed: increased approximately 130% since the beginning of the year.][added: decreased from record highs but remains structurally elevated.]

We may be able to pass some or all raw material, [removed: energy] [added: energy,] and other input cost increases to customers by increasing the selling prices of our products or decreasing the size of our products; however, higher product prices or decreased product sizes [added: have in the past and] may [removed: also] [added: in the future] result in a reduction in sales volume and/or consumption.

If we are not able to increase our selling prices or reduce product sizes (including if inflation outpaces our pricing elasticity) sufficiently, or in a timely manner, to offset [added: future] increased raw material, energy or other input costs, including packaging, freight, tariffs, direct labor, overhead and employee benefits, or if our sales volume decreases significantly, there could be a negative impact on our financial condition and results of operations.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 11 | | | [removed: ] [added: ] | | |

- Our ability to react to changes in product category [added: and channel] consumption;

Our largest customer, McLane Company, Inc., accounted for approximately 27% of our consolidated net sales in [removed: 2024.][added: 2025.]

If the acquisitions, [removed: divestitures] [added: divestitures,] or joint ventures are not successfully implemented or completed, there could be a negative impact on our financial condition, results of operations and cash flows.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 12 | | | [removed: ] [added: ] | | |

In [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively, we derived approximately [removed: 12.8%, 12.7%] [added: 12.3%, 12.8%] and [removed: 12.5%] [added: 12.7%] of our net sales from customers located outside of the United States.

Additionally, approximately [removed: 15%] [added: 16%] of our total long-lived assets were located outside of the United States as of December 31, [removed: 2024.][added: 2025.]

As part of our strategy, we have made investments outside of the United States, particularly in Canada, Malaysia, Mexico, [removed: Brazil] [added: Brazil,] and India.

Additionally, from time to time we implement business realignment activities to support key strategic initiatives designed to maintain [removed: long-term] sustainable [removed: growth, such as the International Optimization Program, which we commenced in the fourth quarter of 2020 and completed in 2023.][added: long-term growth.]

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 13 | | | [removed: ] [added: ] | | |

[added: For instance, in February 2024, the Board of Directors approved the AAA] Initiative, which is a multi-year productivity program to improve supply chain and manufacturing-related spend, optimize selling, general and administrative expenses, leverage new technology and business models to further simplify and automate processes, and generate long-term savings.

Changes in governmental laws, regulations and [removed: policies] [added: policies, including taxes and tariffs,] could increase our costs and liabilities or impact demand for our products.

These negative impacts could result from changes in food and drug laws, laws related to advertising and marketing practices, accounting standards, taxation compliance and requirements, tariffs on U.S. imports and retaliatory tariffs in response, competition laws, employment laws, import/export [removed: requirements] [added: requirements, AI,] and environmental laws, among others.

The EUDR is scheduled to be effective in December [removed: 2025,] [added: 2026,] following a [removed: one-year] [added: two-year] postponement.

The EUDR, and other current or proposed regulations in markets in which we operate, are likely to increase our compliance costs, could depress sales in such markets if our products are not in compliance by applicable effective dates, and [removed: could] [added: can] result in fines and penalties or reputational harm if we do not fully comply.

Political, economic and/or financial market [removed: conditions, including impacts on our business arising from the ongoing conflict between Russia and Ukraine,] [added: conditions] could negatively impact our financial results.

Furthermore, artificial intelligence (“AI”) technologies have developed rapidly, and our business may be adversely affected if we cannot successfully integrate AI into our business in a timely, cost-effective, and compliant manner.

Our competitors may incorporate AI into their business more successfully than us, which could have an adverse effect on our competitive position, reputation and operations.

In November 2025, we completed the acquisition of LesserEvil, LLC, previously a privately held company that produces and sells organic popcorn and puffed snack products to retailers and distributors in the United States and

Canada.

The acquisition complements Hershey’s existing portfolio and increases manufacturing capacity.

Some of the risks of operating internationally have negatively affected our financial condition and results of operations, including the imposition of tariffs on U.S. imports and associated retaliatory tariffs.

Additionally, compliance with new and evolving laws, regulations or industry standards relating to AI may require significant investment and resources, and may limit our ability to use AI, which may result in reputational harm, legal liability or other adverse effects on our operations and overall business.

We, and our third-party service providers, are regularly the target of rapidly evolving cyber threats, including denial of service attacks, ransomware, spyware, misinformation, phishing/smishing/vishing attacks, business compromise attacks, typosquatting, automated attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers' information systems and networks.

AI technologies may amplify certain existing technology-related risks such as cybersecurity threats, data privacy concerns, and intellectual property challenges.

Any disruptions or difficulties in using our ERP system could result in harm to our business,

In addition, the acquisitions of Dot’s and Pretzels in

2021 were important steps in our journey to expand our breadth in snacking, as they should enable us to bring scale and category management capabilities to a key sub-segment of the warehouse snack aisle.

This program was intended to increase our operating effectiveness and efficiency, to reduce our costs and/or to generate savings that can be reinvested in other areas of our business.

Additionally, in February 2024, the Board of Directors approved the Advancing Agility & Automation

Additionally, in February 2022, Russia invaded Ukraine and this conflict is still ongoing.

In response, the U.S. and other countries have imposed sanctions on Russia and may impose further sanctions that could damage or disrupt international commerce and the global economy.

With respect to the conflict between Russia and Ukraine, the situation remains dynamic and subject to rapid and possibly material change.

The Company’s efforts to manage and mitigate any direct or indirect effects from this conflict may ultimately be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration of the conflict and potential governmental actions.

The potential effects of the ongoing conflict between Russia and Ukraine may also impact many of the other risk factors described herein.

We are regularly the target of cyber, ransomware and other security threats.

Additionally, if the ERP system does not operate as intended, the

- [Business Model and Growth [removed: Strategy](#ibc2a376758d74fd1b63dc3bee1604694_46)][added: Strategy](#i1552817cb63e42368ff26da3ce5c35ad_46)]

- [Trends Affecting Our [removed: Business](#ibc2a376758d74fd1b63dc3bee1604694_52)][added: Business](#i1552817cb63e42368ff26da3ce5c35ad_52)]

- [Consolidated Results of [removed: Operations](#ibc2a376758d74fd1b63dc3bee1604694_55)][added: Operations](#i1552817cb63e42368ff26da3ce5c35ad_55)]

- [Segment [removed: Results](#ibc2a376758d74fd1b63dc3bee1604694_58)][added: Results](#i1552817cb63e42368ff26da3ce5c35ad_58)]

- [Liquidity and Capital [removed: Resources](#ibc2a376758d74fd1b63dc3bee1604694_61)][added: Resources](#i1552817cb63e42368ff26da3ce5c35ad_61)]

- [Critical Accounting Policies and [removed: Estimates](#ibc2a376758d74fd1b63dc3bee1604694_64)][added: Estimates](#i1552817cb63e42368ff26da3ce5c35ad_64)]

We report our operations through three segments: (i) North America Confectionery, (ii) North America Salty Snacks and (iii) International, as discussed in [Note [removed: 13](#ibc2a376758d74fd1b63dc3bee1604694_139)] [added: 13](#i1552817cb63e42368ff26da3ce5c35ad_139)] to the Consolidated Financial Statements.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 22 | | | [removed: ] [added: ] | | |

[removed: We are working to] leverage our advanced data and analytical techniques to gain a deep understanding of our consumers, our customers, our shoppers, our end-to-end supply chain, our retail environment and key economic drivers at both a macro and precision level, including digital transformation and new media models.

In [removed: 2024,] [added: 2025,] we maintained [removed: fair and] equitable pay achievements, including aggregate salary U.S. gender pay [removed: equity and aggregate U.S. salary people of color pay] equity.

◦We continue to make progress on our [removed: ESG priorities] [added: sustainability strategy] and continue to elevate these [removed: ESG] [added: important] initiatives for a greater global impact.

We market, sell and distribute our products under more than [removed: 90] [added: 85] brand names in approximately [removed: 70] [added: 65] countries worldwide.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 23 | | | [removed: ] [added: ] | | |

Despite [added: a strategic pricing action in the third quarter combined with other] specific actions taken to mitigate these gross margin pressures, [removed: we continue to experience overall declines in consumer demands for] our [removed: products, and higher prices for] direct [removed: materials used to manufacture our products were, and] [added: inputs] continue to [removed: be,] [added: be] the primary incremental cost to our business (see [Consolidated Results of [removed: Operations](#ibc2a376758d74fd1b63dc3bee1604694_55)] [added: Operations](#i1552817cb63e42368ff26da3ce5c35ad_55)] included in this MD&A).

We utilize many exchange traded commodities for our business that are subject to price volatility, specifically cocoa products, which [removed: experienced a] [added: continued to experience elevated] market [removed: price increase of approximately 70% throughout 2024] [added: prices compared to historical levels] (see [removed: [Item](#ibc2a376758d74fd1b63dc3bee1604694_67) [7A](#ibc2a376758d74fd1b63dc3bee1604694_67) [-] [added: [Item 7A -] Quantitative and Qualitative Disclosures about Market [removed: Risk](#ibc2a376758d74fd1b63dc3bee1604694_67)] [added: Risk](#i1552817cb63e42368ff26da3ce5c35ad_67)] included in this Annual Report on Form 10-K).

For the year ended December 31, [removed: 2024, neither the conflict between Russia and Ukraine, nor] [added: 2025,] the imposition of tariffs on U.S. imports and retaliatory tariffs, had a material [added: negative] impact on our [added: results of operations and] commodity [removed: prices or supply availability.][added: prices.]

As of December 31, [removed: 2024,] [added: 2025,] we believe we have sufficient liquidity to satisfy our key strategic initiatives and other material cash requirements in both the short-term and in the long-term; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can operate effectively during the current economic environment.

We continue to monitor our discretionary spending across the organization (see [Liquidity and Capital [removed: Resources](#ibc2a376758d74fd1b63dc3bee1604694_61)] [added: Resources](#i1552817cb63e42368ff26da3ce5c35ad_61)] included in this MD&A).

Based on the length and severity of the fluctuating macroeconomic environment, including price volatility for our commodities, the possibility of a recession, changes in consumer shopping and consumption behavior, and changes in geopolitical events, including the [removed: ongoing conflict between Russia] [added: imposition of tariffs] and [removed: Ukraine,] [added: retaliatory tariffs,] we may [added: continue to] experience increasing supply chain costs, higher inflation and other impacts to our business.

We will continue to evaluate the nature and extent of these [removed: potential and] evolving impacts on our business, consolidated results of operations, segment results, liquidity and capital resources.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 24 | | | [removed: ] [added: ] | | |

| For the years ended December 31, | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | |

| Net sales | | | | | | $ | [removed: 11,202.3] [added: 11,692.6] | | | | | $ | [removed: 11,165.0] [added: 11,202.3] | | | | | $ | [removed: 10,419.3] [added: 11,165.0] | | | | | [removed: 0.3] [added: 4.4] | | % | | | | [removed: 7.2] [added: 0.3] | | % |

| Cost of sales | | | | | | [removed: 5,901.4] [added: 7,769.9] | | | | | | [removed: 6,167.2] [added: 5,901.4] | | | | | | [removed: 5,920.5] [added: 6,167.2] | | | | | | [removed: (4.3)] [added: 31.7] | | % | | | | [removed: 4.2] [added: (4.3)] | | % |

| Gross profit | | | | | | [removed: 5,300.9] [added: 3,922.7] | | | | | | [removed: 4,997.8] [added: 5,300.9] | | | | | | [removed: 4,498.8] [added: 4,997.8] | | | | | | [removed: 6.1] [added: (26.0)] | | % | | | | [removed: 11.1] [added: 6.1] | | % |

| *Gross margin* | | | | | | [removed: *47.3*] [added: *33.5*] | | *%* | | | | [removed: *44.8*] [added: *47.3*] | | *%* | | | | [removed: *43.2*] [added: *44.8*] | | *%* | | | | | | | | | | | | |

| Selling, Marketing & Administrative (“SM&A”) expense | | | | | | [removed: 2,373.6] [added: 2,460.6] | | | | | | [removed: 2,436.5] [added: 2,373.6] | | | | | | [removed: 2,236.0] [added: 2,436.5] | | | | | | [removed: (2.6)] [added: 3.7] | | % | | | | [removed: 9.0] [added: (2.6)] | | % |

| *SM&A expense as a percent of net sales* | | | | | | [removed: *21.2*] [added: *21.0*] | | *%* | | | | [removed: *21.8%*] [added: *21.2%*] | | | | | | [removed: *21.5%*] [added: *21.8%*] | | | | | | | | | | | | | | |

| Business realignment costs | | | | | | [removed: 29.1] [added: 20.6] | | | | | | [removed: 0.4] [added: 29.1] | | | | | | [removed: 2.0] [added: 0.4] | | | | | | [removed: NM] [added: (29.1)] | | [added: %] | | | | [removed: (77.8)] [added: NM] | | [removed: %] |

| Operating profit | | | | | | [removed: 2,898.2] [added: 1,441.5] | | | | | | [removed: 2,560.9] [added: 2,898.2] | | | | | | [removed: 2,260.8] [added: 2,560.9] | | | | | | [removed: 13.2] [added: (50.3)] | | % | | | | [removed: 13.3] [added: 13.2] | | % |

| *Operating profit margin* | | | | | | [removed: *25.9*] [added: *12.3*] | | *%* | | | | [removed: *22.9*] [added: *25.9*] | | *%* | | | | [removed: *21.7*] [added: *22.9*] | | *%* | | | | | | | | | | | | |

| Interest expense, net | | | | | | [removed: 165.7] [added: 190.2] | | | | | | [removed: 151.8] [added: 165.7] | | | | | | [removed: 137.6] [added: 151.8] | | | | | | [removed: 9.1] [added: 14.8] | | % | | | | [removed: 10.3] [added: 9.1] | | % |

| Other (income) expense, net | | | | | | [removed: 258.6] [added: 37.1] | | | | | | [removed: 237.2] [added: 258.6] | | | | | | [removed: 206.1] [added: 237.2] | | | | | | [removed: 9.0] [added: (85.7)] | | % | | | | [removed: 15.1] [added: 9.0] | | % |

| Provision for income taxes | | | | | | [removed: 252.7] [added: 330.9] | | | | | | [removed: 310.1] [added: 252.7] | | | | | | [removed: 272.3] [added: 310.1] | | | | | | [removed: (18.5)] [added: 31.0] | | % | | | | [removed: 13.9] [added: (18.5)] | | % |

| *Effective income tax rate* | | | | | | [removed: *10.2*] [added: *27.3*] | | *%* | | | | [removed: *14.3*] [added: *10.2*] | | *%* | | | | [removed: *14.2*] [added: *14.3*] | | *%* | | | | | | | | | | | | |

| Net income | | | | | | $ | [removed: 2,221.2] [added: 883.3] | | | | | $ | [removed: 1,861.8] [added: 2,221.2] | | | | | $ | [removed: 1,644.8] [added: 1,861.8] | | | | | [removed: 19.3] [added: (60.2)] | | % | | | | [removed: 13.2] [added: 19.3] | | % |

| Net income per share—diluted | | | | | | $ | [removed: 10.92] [added: 4.34] | | | | | $ | [removed: 9.06] [added: 10.92] | | | | | $ | [removed: 7.96] [added: 9.06] | | | | | [removed: 20.5] [added: (60.3)] | | % | | | | [removed: 13.8] [added: 20.5] | | % |

The net sales increase reflects a favorable price realization of [removed: 8.3%] [added: approximately 6% primarily] due to higher list prices across all [removed: segments and by] [added: three segments, as well as] a [removed: favorable impact] [added: benefit of approximately 1%] from [removed: foreign currency exchange rates] [added: the 2024 acquisition] of [removed: 0.2%.][added: Sour Strips and the 2025 acquisition of LesserEvil.]

For the full year [removed: 2024,] [added: 2025,] our total U.S. retail takeaway increased [removed: 0.8%] [added: 5.4%] in the expanded multi-outlet combined plus convenience store channels (MULO+ w/ Convenience), which includes candy, mint, gum, salty snacks and grocery items.

Our U.S. candy, mint and gum (“CMG”) consumer takeaway increased [removed: 0.1%] [added: 4.9%] and experienced a CMG market share decline of [removed: 59] [added: approximately 10] basis points.

- [Overview](#i1552817cb63e42368ff26da3ce5c35ad_49)

Our vision is to lead the future of snacking.

We are working to

Through our focus on sustainability and social impact across our value chain, we continue to embed resilience into our enterprise, including how we source ingredients, operate with efficiency, and produce a portfolio of products for a range of consumer needs.

We operate our business with all stakeholders in mind and with a view toward long-term sustainability and value creation.

On November 18, 2025, we completed the acquisition of LesserEvil, LLC (“LesserEvil”), previously a privately held company that produces and sells organic popcorn and puffed snack products to retailers and distributors in the United States and Canada.

The acquisition complements Hershey’s existing portfolio and increases manufacturing capacity.

Throughout 2025, we experienced net sales growth, positive changes in consumer behavior, and price elasticity despite the persistent dynamic macro environment.

However, increasing inflationary pressures, including ongoing price volatility for select commodities and higher manufacturing costs, continued to challenge the business.

Furthermore, changes in global trade policies, including tariffs on U.S. imports, continue to increase global economic and political uncertainty.

We are continuing to monitor the ongoing negotiations related to tariffs, specifically, goods imported into the U.S. from Canada, Mexico and other countries, as well as export markets, in which we have significant business operations, all of which may result in material adverse effects on our results of operations.

The scope and length of tariffs, including their effects on the broader economy and our business, remain uncertain.

These outcomes may be influenced by factors such as continued U.S. negotiations with impacted countries, retaliatory measures from other nations, possible tariff exemptions, public sentiment toward U.S. products and companies, and the domestic availability of lower-cost alternatives.

Additionally, evolving priorities of the U.S. administration, such as leadership changes at the U.S. Department of Health and Human Services and the U.S. Food and Drug Administration (“FDA”) in early 2025, as well as the Make America Healthy Again movement, subject the food industry to increasing laws and regulations, including nutrition, food date labeling and traceability recordkeeping requirements, as well as changes in consumer expectations and behavior.

For example, in April 2025, the FDA announced that it would be phasing out the approved use of petroleum-based synthetic dyes in food products.

Therefore, in an effort to be responsive to the evolving regulatory environment and to ensure consumers have options to fit their lifestyle while maintaining trust and confidence in our products, we announced our decision to remove all certified Food, Drug & Cosmetic colors from our great tasting snacks by the end of 2027.

The estimated costs associated with this removal are not expected to have a material impact on our financial position, results of operations or liquidity.

*2025 compared with 2024*

Net sales were $11,692.6 million in 2025 compared to $11,202.3 million in 2024, an increase of $490.3 million, or 4.4%.

The increase was partially offset by a volume decrease of approximately 1%, primarily driven by price elasticity impacts within the North America Confectionery and International segments, partially offset by strong results in North America Salty Snacks.

*2025 compared with 2024*

Cost of sales were $7,769.9 million in 2025 compared to $5,901.4 million in 2024, an increase of $1,868.5 million, or 31.7%.

The increase was driven by $1,965.1 million of unfavorable costs, primarily related to $736.6 million in higher commodity costs, $287.2 million in higher supply chain costs, including tariffs, as well as $491.0 million of unfavorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases (See [Item 7A - Quantitative and Qualitative Disclosures About Market Risk](#i1552817cb63e42368ff26da3ce5c35ad_67) for more information).

The increase was partially offset by $96.6 million of favorable cost savings due to lower sales volume and lower business realignment costs.

Gross margin was 33.5% in 2025 compared with 47.3% in 2024, a decrease of approximately 1,380 basis points.

The decrease was driven by higher commodity and tariff costs, unfavorable mark-to-market activity on our commodity derivative instruments and lower volume, which more than offset the benefits from net price realization, supply chain productivity, and net savings related to our Advancing Agility & Automation Initiative (“AAA Initiative”).

SM&A Expenses

*2025 compared with 2024*

SM&A expenses were $2,460.6 million in 2025 compared to $2,373.6 million in 2024, an increase of $87.0 million, or 3.7%.

This program was completed in 2023.

*2025 compared with 2024*

Operating profit was $1,441.5 million in 2025 compared to $2,898.2 million in 2024, a decrease of $1,456.7 million, or 50.3%.

*2025 compared with 2024*

Net interest expense was $190.2 million in 2025 compared to $165.7 million in 2024, an increase of $24.5 million, or 14.8%.

The increase was primarily due to higher long-term debt balances in 2025 compared to 2024, driven by the February 2025 debt issuance.

*2025 compared with 2024*

Other (income) expense, net totaled an expense of $37.1 million in 2025 versus an expense of $258.6 million in 2024, a decrease of $221.5 million, or 85.7%.

*2025 compared with 2024*

Relative to the 21% statutory rate, the 2025 effective tax rate was primarily impacted by state taxes and tax reserves.

*2025 compared with 2024*

- [Overview](#ibc2a376758d74fd1b63dc3bee1604694_49)

Our vision is to be a leading snacking powerhouse.

◦Our diverse and inclusive culture makes the difference across all areas of the business.

Our gender representation includes women occupying many of the top positions in the Company, including Chief Executive Officer and Chairman of the Board, Chief Accounting Officer and President, Salty Snacks, and approximately 50% representation across the Company.

Additionally, four of our 10 Board members are women (40% representation).

Through our focus on sustainability and social impact across our value chain, we continue to improve and focus on the lives of cocoa farmers and cocoa communities, the environmental priorities of climate change and the role of packaging in our business, responsibly and sustainably sourcing the inputs to our products and increasing investments in human rights and diversity initiatives and growing diverse representation across the organization.

Throughout 2024, U.S. consumer behavior continued to shift and evolve, as cost fatigue and labor markets restrict income growth and constrain consumer spending and purchasing patterns.

As a result, consumer behavior related to our products has shifted.

As such, for the year ended December 31, 2024,we continued to experience a dynamic macroeconomic environment, including price volatility related to select commodities, resulting in corresponding incremental costs and gross margin pressures, and net sales and net income declines.

Furthermore, certain geopolitical events, specifically the conflict between Russia and Ukraine, as well as the imposition of tariffs on U.S. imports and retaliatory tariffs in response, have increased global economic and political uncertainty.

However, we are continuing to monitor each of these events for any significant escalation or expansion of economic or supply chain disruptions or broader inflationary costs, which may result in material adverse effects on our results of operations.

*2023 compared with 2022*

Net sales were $11,165.0 million in 2023 compared to $10,419.3 million in 2022, an increase of $745.7 million, or 7.2%.

The increase was slightly offset by a volume decrease of 1.3% due to a decrease in consumer demand primarily in everyday core U.S. confection brands.

channels.

Cost of sales were $6,167.2 million in 2023 compared with $5,920.5 million in 2022, an increase of $246.7 million, or 4.2%.

The increase included $356.2 million of unfavorable costs driven by higher supply chain costs, including higher labor costs partially offset by lower logistics costs, and unfavorable mix.

The increase was further driven by an incremental $97.7 million of unfavorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases.

These increases were partially offset by $207.2 million of favorable supply chain productivity and price realization.

Gross margin was 44.8% in 2023 compared with 43.2% in 2022, an increase of 160 basis points.

The increase was driven by favorable price realization and increased supply chain productivity.

The increase was partially offset by unfavorable activity on our mark-to-market impact from commodity derivative instruments, higher supply chain costs, including higher labor costs and increased waste.

Selling, Marketing and Administrative

SM&A expenses were $2,436.5 million in 2023 compared to $2,236.0 million in 2022, an increase of $200.5 million, or 9.0%.

The increase was driven by increased corporate expenses.

The 2024 costs related primarily to the Advancing Agility &

Operating profit was $2,560.9 million in 2023 compared to $2,260.8 million in 2022, an increase of $300.1 million, or 13.3%.

Net interest expense was $151.8 million in 2023 compared to $137.6 million in 2022, an increase of $14.2 million, or 10.3%.

The increase was primarily due to higher rates on short-term debt balances in 2023 versus 2022, specifically related to outstanding commercial paper borrowings, and higher rates on long-term debt balances, specifically related to the $350 million 4.25% Notes due in May 2028 and $400 million 4.50% Notes due in May 2033, each of which were issued in May 2023.

Other (income) expense, net totaled an expense of $237.2 million in 2023 versus an expense of $206.1 million in 2022, an increase of $31.1 million, or 15.1%.

Relative to the 21% statutory rate, the 2023 effective tax rate benefited from investment tax credits, partially offset by state taxes.

The 2022 effective rate, relative to the 21% statutory rate, benefited from investment tax credits, partially offset by state taxes.

Net income was $1,861.8 million in 2023 compared to $1,644.8 million in 2022, an increase of $217.0 million, or 13.2%.

EPS-diluted was $9.06 in 2023 compared to $7.96 in 2022, an increase of $1.1, or 13.8%.

Our 2023 EPS-diluted also benefited from lower weighted-average shares outstanding as a result of share repurchases pursuant to our Board-approved repurchase programs.

Our North America Confectionery segment also includes licensing and owned retail.

This includes our Hershey’s Chocolate World stores in the United States (3 locations), Niagara Falls (Ontario) and Singapore.

The increase reflected a favorable price realization of 9.0% due to price increases on certain products across our portfolio.

Our net sales for licensing and owned retail increased approximately 12.1% during 2023 compared to 2022.

The increase was primarily due to favorable price realization and supply chain productivity, partially offset by higher supply chain costs, including higher labor costs, as well as unfavorable product mix.

Refer to [Note [removed: 1](#ibc2a376758d74fd1b63dc3bee1604694_100)] [added: 1](#i1552817cb63e42368ff26da3ce5c35ad_100)] and [Note [removed: 5](#ibc2a376758d74fd1b63dc3bee1604694_115)] [added: 5](#i1552817cb63e42368ff26da3ce5c35ad_115)] to the Consolidated Financial Statements for further discussion of these derivative instruments and our hedging policies.

The total amount of short-term debt, net of cash, amounted to net [removed: debt] [added: cash] of [removed: $576] [added: $707] million and net debt of [removed: $318] [added: $576] million, respectively, at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

A hypothetical 100 basis point increase in interest rates applied to this variable-rate short-term debt as of December 31, [removed: 2024] [added: 2025] would have changed interest expense by approximately [removed: $7.0] [added: $9.4] million for [removed: 2024] [added: 2025] and [removed: $3.1] [added: $7.0] million for [removed: 2023.][added: 2024.]

A 100 basis point increase in market interest rates would decrease the fair value of our fixed-rate long-term debt at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023] [added: 2024] by approximately [removed: $169] [added: $236] million and [removed: $203] [added: $169] million, respectively.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 43 | | | [removed: ] [added: ] | | |

| December 31, | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Foreign currency forward exchange contracts to purchase foreign currencies | | | | | | $ | [removed: 184.2] [added: 95.0] | | | | | Euros Malaysian ringgit British pound | | | | | | $ | [removed: 88.8] [added: 184.2] | | | | | Euros Malaysian ringgit British pound | | |

| Foreign currency forward exchange contracts to sell foreign currencies | | | | | | $ | [removed: 140.2] [added: 259.0] | | | | | Canadian dollars Brazilian reals Japanese yen | | | | | | $ | [removed: 155.3] [added: 140.2] | | | | | Canadian dollars Brazilian reals Japanese yen | | |

At December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the net fair value of these instruments was [added: a liability of $0.7 million and] an asset of $0.7 [removed: million.][added: million, respectively.]

In addition, assuming an unfavorable 10% change in year-end foreign currency exchange rates, the fair value of these instruments would have declined by [removed: $32.3] [added: $38.7] million and [removed: $20.2] [added: $32.3] million, respectively, generally offset by a reduction in foreign exchange associated with our transactional activities.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 44 | | | [removed: ] [added: ] | | |

During [removed: 2024,] [added: 2025,] average cocoa futures contract prices increased [removed: 131.5%] [added: 5.8%] compared with [removed: 2023] [added: 2024] based on the Intercontinental Exchange futures contract.

Higher cocoa prices to the consumer [removed: has] [added: have] lowered consumption and a [removed: return to a] [added: second consecutive] surplus [removed: production environment] is expected in the [removed: 2024 -] 2025 [added: – 2026] growing season.

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Annual Average | | | | | | $ | [removed: 3.45] [added: 3.65] | | | | | $ | [removed: 1.49] [added: 3.45] | | | | | $ | [removed: 1.13] [added: 1.49] | | | | | $ | [removed: 1.14] [added: 1.13] | | | | | $ | [removed: 1.11] [added: 1.14] | |

| High | | | | | | [removed: 4.75] [added: 4.89] | | | | | | [removed: 1.90] [added: 4.75] | | | | | | [removed: 1.22] [added: 1.90] | | | | | | [removed: 1.27] [added: 1.22] | | | | | | [removed: 1.29] [added: 1.27] | | |

| Low | | | | | | [removed: 1.99] [added: 2.58] | | | | | | [removed: 1.19] [added: 1.99] | | | | | | [removed: 1.06] [added: 1.19] | | | | | | [removed: 1.04] [added: 1.06] | | | | | | [removed: 1.00] [added: 1.04] | | |

The U.S. delivered east coast refined sugar prices traded in a range of [removed: $0.56] [added: $0.49] to [removed: $0.62] [added: $0.56] per pound during [removed: 2024.][added: 2025.]

A [removed: projected record] [added: near-record] yield for the [removed: 2024] [added: 2025] U.S. crop kept U.S. supplies [removed: healthy and drove prices down compared to 2023.][added: healthy.]

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 45 | | | [removed: ] [added: ] | | |

During [removed: 2024,] [added: 2025,] prices for fluid dairy milk ranged from a low of [removed: $0.194] [added: $0.137] per pound to a high of [removed: $0.223] [added: $0.208] per pound, on a Class IV milk basis.

Fluid dairy [removed: milk] prices were [removed: higher] [added: lower] than [removed: 2023] [added: 2024] due to [removed: decreases] [added: increases] in global milk production linked to [removed: HPAI avian flu virus and blue tongue virus which impacted] herd [added: growth] in the [removed: U.S.] [added: key export regions of the U.S., Europe] and [removed: Europe, respectively.][added: New Zealand.]

In [removed: 2024] [added: 2025] we continued utilizing soft and hard wheat futures as a risk management tool for our flour purchasing.

Improved U.S. wheat production across the aggregate classes combined with [removed: weak] [added: strong] global [removed: demand] [added: production] has resulted in lower prices across the calendar year.

Hard wheat prices traded in the range of [removed: $5.35] [added: $5.02] to [removed: $7.45] [added: $6.39] per bushel during [removed: 2024,] [added: 2025,] while soft wheat prices traded in the range of [removed: $5.25] [added: $5.13] to [removed: $7.21] [added: $6.71] per bushel during [removed: 2024.][added: 2025.]

Peanut prices in the U.S. ranged from a [removed: low] [added: high] of [removed: $0.57] [added: $0.64] per pound to a [removed: high] [added: low] of [removed: $0.71] [added: $0.48] per pound during [removed: 2024.][added: 2025.]

Almond prices traded [removed: in the range] [added: from a low] of [removed: $2.15] [added: $2.90] per pound to [removed: $2.90] [added: a high of $3.30] per pound during [removed: 2024.][added: 2025.]

Our open commodity derivative contracts had a notional value of [removed: $667.4] [added: $973.1] million as of December 31, [removed: 2024] [added: 2025] and [removed: $94.9] [added: $667.4] million as of December 31, [removed: 2023.][added: 2024.]

At the end of [removed: 2024,] [added: 2025,] the potential change in fair value of commodity derivative instruments, assuming a 10% decrease in the underlying commodity price, would have increased our net unrealized losses in [removed: 2024] [added: 2025] by [removed: $1.0] [added: $21.2] million, generally offset by a reduction in the cost of the underlying commodity purchases.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 46 | | | [removed: ] [added: ] | | |

- Other events beyond our control.

The production forecast for the 2025 – 2026 season is estimated to match the same levels as for the 2024 – 2025 season as growing conditions in West Africa remain favorable.

Lower prices in 2025 were driven by healthy supply and weak demand.

Despite the high yield in 2025, corn prices were up compared to 2024, driven by high export demand globally.

Corn prices traded between $3.95 to $5.17 per bushel in 2025.

Tight capacity utilization throughout the industry has also contributed to the increased prices.

Prices declined in 2025 due to weak demand, both domestically and internationally, and a large peanut crop.

Prices increased throughout 2025, driven by healthy export demand and a smaller than expected crop.

- Other events beyond our control such as the impacts on the business or supply chain arising from the ongoing conflict between Russia and Ukraine.

The production forecast for the 2024 - 2025 season is up over 30% combined in Ghana and Ivory Coast, due to better weather and significantly improved farmer prices.

Prices softened in 2024, driven by large domestic beet and cane crops, as well as overall healthy supply.

Corn prices traded in the range from $3.90 to $4.85 per bushel during 2024.

Corn sweetener prices remained consistent due to tight capacity utilization throughout the industry.

Prices in 2024 averaged slightly higher than 2023, primarily driven by increased export demand in the first half of the year.

Prices in 2024 averaged higher than 2023, driven by a smaller crop size and lower availability of small sized almonds.

Hershey is a global confectionery leader known for making more moments of goodness through chocolate, sweets, [removed: mints] [added: mints,] and other great tasting snacks.

We market, [removed: sell] [added: sell,] and distribute our products under more than [removed: 90] [added: 85] brand names in approximately [removed: 70] [added: 65] countries worldwide.

This includes ready-to-eat popcorn, baked and trans [removed: fat free] [added: fat-free] snacks, [removed: pretzels] [added: pretzels,] and other snacks.

We currently have operations and manufacture product in Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and [removed: also] distribute and sell confectionery products in export markets of Asia, Latin America, Middle East, Europe, Africa and other regions.

Financial and other information regarding our segments is provided in our Management’s Discussion and Analysis and [Note [removed: 13](#ibc2a376758d74fd1b63dc3bee1604694_139)] [added: 13](#i1552817cb63e42368ff26da3ce5c35ad_139)] to the Consolidated Financial Statements.

Our principal product offerings include chocolate and non-chocolate confectionery products; gum and mint refreshment products and protein bars; snack items such as popcorn, pretzels, spreads, snack bites and mixes; and pantry items, such as baking ingredients, [removed: toppings] [added: toppings,] and beverages.

- Within our North America Confectionery segment, our product portfolio includes a wide variety of chocolate offerings marketed and sold under the renowned brands of *Hershey’s*, *Reese’s* and *Kisses*, along with other popular chocolate and non-chocolate confectionery brands such as *Jolly Rancher*, *Almond Joy*, *Brookside, barkTHINS*, *Cadbury,* *Good & Plenty*, *Heath*, *Kit Kat®*, *Payday*, *Rolo®*, *Twizzlers*, *Sour Strips, Whoppers* [added: and *York*.]

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 2 | | | [removed: ] [added: ] | | |

This includes ready-to-eat *SkinnyPop* [added: and *LesserEvil*] popcorn, baked and trans [removed: fat free] [added: fat-free] *Pirates Booty* snacks and *Dot’s Homestyle Pretzels* snacks.

Our customers are mainly wholesale distributors, chain grocery stores, mass merchandisers, chain drug stores, vending companies, wholesale clubs, convenience stores, dollar stores, [removed: concessionaires] [added: concessionaires,] and department stores.

In [removed: 2024,] [added: 2025,] approximately 27% of our consolidated net sales were made to McLane Company, Inc., one of the largest wholesale distributors in the United States (“U.S.”) to convenience stores, drug stores, wholesale clubs and mass merchandisers and the primary distributor of our products to Wal-Mart Stores, Inc.

We devote considerable resources to the identification, development, testing, [removed: manufacturing] [added: manufacturing,] and marketing of new products.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 3 | | | [removed: ] [added: ] | | |

Our trading company in Switzerland performs all aspects of cocoa procurement, including price risk management, physical supply [removed: procurement] [added: procurement,] and sustainable sourcing oversight.

We also use substantial quantities of sugar, corn products, Class II and IV dairy products, wheat products, peanuts, [removed: almonds] [added: almonds,] and energy in our production process.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 4 | | | [removed: ] [added: ] | | |

We also grant trademark licenses to third parties to produce and sell pantry items, flavored [removed: milks] [added: milks,] and various other products primarily under the *Hershey’s* and *Reese’s* brand names.

| Cadbury UK Limited | | | | | | *Cadbury Caramello* | | | | | | United States | | | | | | Minimum sales requirement exceeded in [removed: 2024] [added: 2025] | | |

| Société des Produits Nestlé SA | | | | | | *Kit Kat®* *Rolo®* | | | | | | United States | | | | | | Minimum unit volume sales exceeded in [removed: 2024] [added: 2025] | | |

We engage in a variety of research and development activities in a number of countries, including the U.S., Mexico, Brazil, [removed: India] [added: India,] and Malaysia.

We develop new products, improve the quality of existing products, improve and modernize production [removed: processes] [added: processes,] and develop and implement new technologies to enhance the quality and value of both current and proposed product lines.

Information concerning our research and development expense is contained in [Note [removed: 1](#ibc2a376758d74fd1b63dc3bee1604694_100)] [added: 1](#i1552817cb63e42368ff26da3ce5c35ad_100)] to the Consolidated Financial Statements.

In the U.S., our activities are subject to regulation by various government agencies, including the Food and Drug Administration, the Department of Agriculture, the Federal Trade Commission, the Department of [removed: Commerce] [added: Commerce,] and the Environmental Protection Agency, as well as various state and local agencies.

This program is integral to our global supply chain platform and is intended to ensure that all products we purchase, [removed: manufacture] [added: manufacture,] and distribute are safe, are of high [removed: quality] [added: quality,] and comply with applicable laws and regulations.

Through our Product Excellence Program, we evaluate our supply chain including ingredients, packaging, processes, products, [removed: distribution] [added: distribution,] and the environment to determine where product quality and safety controls are necessary.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 5 | | | [removed: ] [added: ] | | |

The annual operating and capital expenditures associated with ordinary course payments and additional climate change commitments are not material with respect to our results of operations, capital [removed: expenditures] [added: expenditures,] or competitive position.

To learn more about our [removed: Sustainability-related] [added: sustainability-related] goals, [removed: progress] [added: progress,] and initiatives, as well as review our annual [removed: ESG] [added: Responsible Business] Report and accompanying suite of [removed: Environmental, Social and Governance (“ESG”)] [added: sustainability] reporting frameworks, policies, and disclosures, [removed: access the Sustainability section of our website at:] [added: visit:] https://www.thehersheycompany.com/en_us/sustainability.html.

The percentage of total consolidated net sales for our businesses outside of the United States was [removed: 12.8%] [added: 12.3%] for [removed: 2024, 12.7%] [added: 2025, 12.8%] for [removed: 2023] [added: 2024] and [removed: 12.5%] [added: 12.7%] for [removed: 2022.][added: 2023.]

The percentage of total long-lived assets outside of the United States was [removed: 15.4%] [added: 15.9%] as of December 31, [removed: 2024] [added: 2025] and [removed: 17.4%] [added: 15.4%] as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] the Company employed approximately [removed: 18,540] [added: 17,550] full-time and [removed: 1,490] [added: 2,045] part-time employees worldwide.

Collective bargaining agreements covered approximately [removed: 6,525] [added: 5,570] employees, or approximately [removed: 33%] [added: 28%] of the Company’s employees worldwide.

During [removed: 2025,] [added: 2026,] agreements are expected to be negotiated for certain employees at [removed: seven] [added: six] facilities, [removed: none] [added: one] of which [removed: are] [added: is] within the United States, comprising approximately [removed: 69%] [added: 76%] of total employees under collective bargaining agreements.

These surveys are further supplemented with quarterly and informative enterprise [removed: summits] [added: connects] and [removed: team] [added: leadership] “Ask Me Anything” meetings, which, in conjunction with the continuous listening surveys, generate stronger employee engagement with the Company’s strategy, initiatives and leadership.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 6 | | | [removed: ] [added: ] | | |

In addition to offering [removed: competitive, fair] [added: competitive] and transparent compensation, we also offer a suite of benefits, including comprehensive health and meaningful retirement benefits to eligible employees, tying incentive compensation to both business and individual performance, offering parental leave and adoption benefits and maintaining an employee stock purchase plan.

[removed: Additionally, the] [added: The] Company [added: also] offers a “Best of Both” flexible work model for corporate and commercial employees to balance work and personal well-being.

This [added: model] offers the benefits of flexibility and in-person collaboration, while [removed: maintaining productivity and overall] [added: improving productivity, boosting] job [removed: satisfaction.][added: satisfaction, and increasing employee engagement.]

Our people-focused programs help advance innovation, business growth and create a strong company culture that [removed: is fair, which] enables us to delight consumers with beloved snacking brands.

In [removed: 2024,] [added: 2025,] we maintained [removed: fair and] equitable pay achievements, including aggregate salary U.S. gender pay [removed: equity and aggregate U.S. salary people of color pay] equity.

On November 18, 2025, we completed the acquisition of LesserEvil, LLC (“LesserEvil”), previously a privately held company that produces and sells organic popcorn and puffed snack products to retailers and distributors in the United States and Canada.

The acquisition complements Hershey’s existing portfolio and increases manufacturing capacity.

We continue that legacy today through our global sustainability strategy which guides how we embed resilience into our enterprise, including how we source ingredients, operate with efficiency, and produce a portfolio of products for a range of consumer needs.

Through individual development plans, learning opportunities, feedback and coaching, employees can build careers at The Hershey Company, as evidenced by our fill rate for director and above roles where greater than 70% have been promoted internally over the past three years.

In 2025, the Company was recognized for workplace excellence and disability inclusion, including Great Place to Work in nine countries, Leading Disability Employer, and a 100% Disability Equality Index score.

and *York*.

We continue that legacy today through our global sustainability strategy: Our Shared Goodness Promise, which guides how we empower the remarkable people who make and sell our brands, interact with farming communities that grow our ingredients, deliver on our commitments to consumers, customers, and external stakeholders, protect the environment and support children and youth.

Through individual development plans, learning opportunities, feedback and coaching, employees can build careers at The Hershey Company, as evidenced by the fact that the majority of our executive officers were promoted from within the organization (see [Information about Our Executive Officers](#ibc2a376758d74fd1b63dc3bee1604694_34)).

The Company also offers SmartFlex benefits which is our suite of policies that allows individuals to create their own balance between work and personal life, including flexing work time based on work priorities or personal commitments, such as caring for children or family members.

We believe that this flexibility improves productivity, boosts job satisfaction and increases employee engagement.

Our gender representation includes women occupying many of the top positions in the Company, including Chief Executive Officer and Chairman of the Board, Chief Accounting Officer and President, Salty Snacks, and approximately 50% representation across the Company.

Additionally, four of our 10 Board members are women (40% representation).

In 2024, the Company was recognized among the World’s Most Ethical Companies as rated by Ethisphere, achieved global Great Place to Work certifications, and was recognized as a Best Place to Work for Disability Inclusion based on our Disability Equality Index score.

Information on legal proceedings is included in [Note [removed: 15](#ibc2a376758d74fd1b63dc3bee1604694_148)] [added: 15](#i1552817cb63e42368ff26da3ce5c35ad_148)] to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

][added: logo.jpg](https://www.sec.gov/Archives/edgar/data/47111/000162828026008586/hsy-20251231_g1.jpg)]

As of June [removed: 28, 2024] [added: 27, 2025] (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $26,717,916,357.][added: $24,680,833,539.]

Determination of aggregate market value assumes all outstanding shares of Class B Common Stock held by non-affiliates were converted to Common Stock as of June [removed: 28, 2024.][added: 27, 2025.]

The market value indicated is calculated based on the closing price of the Common Stock on the New York Stock Exchange on June [removed: 28, 2024 ($183.83] [added: 27, 2025 ($166.99] per share).

Common Stock, one dollar par [removed: value—147,797,121] [added: value—148,077,438] shares, as of February [removed: 10, 2025.][added: 12, 2026.]

Class B Common Stock, one dollar par value—54,613,514 shares, as of February [removed: 10, 2025.][added: 12, 2026.]

Portions of the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [Item [removed: 1.](#ibc2a376758d74fd1b63dc3bee1604694_13)] [added: 1.](#i1552817cb63e42368ff26da3ce5c35ad_13)] | | | | | | [removed: [Business](#ibc2a376758d74fd1b63dc3bee1604694_13)] [added: [Business](#i1552817cb63e42368ff26da3ce5c35ad_13)] | | | | | | [removed: [2](#ibc2a376758d74fd1b63dc3bee1604694_13)] [added: [2](#i1552817cb63e42368ff26da3ce5c35ad_13)] | | |

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| [Supplemental [removed: Item](#ibc2a376758d74fd1b63dc3bee1604694_34)] [added: Item](#i1552817cb63e42368ff26da3ce5c35ad_34)] | | | | | | [Information About Our Executive [removed: Officers](#ibc2a376758d74fd1b63dc3bee1604694_34)] [added: Officers](#i1552817cb63e42368ff26da3ce5c35ad_34)] | | | | | | [removed: [19](#ibc2a376758d74fd1b63dc3bee1604694_34)] [added: [19](#i1552817cb63e42368ff26da3ce5c35ad_34)] | | |

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| | | | | | | [Schedule II—Valuation and Qualifying [removed: Accounts](#ibc2a376758d74fd1b63dc3bee1604694_205)] [added: Accounts](#i1552817cb63e42368ff26da3ce5c35ad_205)] | | | | | | [removed: [107](#ibc2a376758d74fd1b63dc3bee1604694_205)] [added: [111](#i1552817cb63e42368ff26da3ce5c35ad_205)] | | |

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 1 | | | [removed: ] [added: ] | | |

For the Fiscal Year Ended December 31, 2025

| | | | | | | [Signatures](#i1552817cb63e42368ff26da3ce5c35ad_202) | | | | | | [110](#i1552817cb63e42368ff26da3ce5c35ad_202) | | |

| | | | | | | [Signatures](#ibc2a376758d74fd1b63dc3bee1604694_202) | | | | | | [106](#ibc2a376758d74fd1b63dc3bee1604694_202) | | |

Information technology is important to our business operations, and we are committed to protecting the privacy, [removed: security] [added: security,] and integrity of our data, as well as our employee and customer data.

The Company has a comprehensive cybersecurity program in place for assessing, [removed: identifying] [added: identifying,] and managing cybersecurity risks that is designed to protect its systems and data from unauthorized access, use or other security impact, that is aligned with the National Institute of Standards and Technology (“NIST”).

We continuously monitor and update our information technology networks and infrastructure to prevent, detect, [removed: address] [added: address,] and mitigate risks associated with unauthorized access, misuse, computer [removed: viruses] [added: viruses,] and other events that could have a security impact.

Our data security management program includes identity, trust, [removed: vulnerability] [added: vulnerability,] and threat management business processes, as well as adoption of standard data protection policies.

We maintain and routinely test backup systems and disaster recovery and [removed: also] have processes in place to prevent disruptions resulting from our implementation of new software and systems.

While we are regularly subject to cybersecurity attacks, ransomware and other security breaches, the Company has not experienced any material cybersecurity incidents or a series of related unauthorized occurrences for the year ended December 31, [removed: 2024.][added: 2025.]

Risk [removed: Factors](#ibc2a376758d74fd1b63dc3bee1604694_16),”] [added: Factors](#i1552817cb63e42368ff26da3ce5c35ad_16),”] specifically the risks titled “Disruptions, failures or security breaches of our information technology infrastructure could have a negative impact on our operations,” the sophistication of cyber, ransomware and other security threats continues to increase, and the preventative actions we take to reduce the risk of these incidents and protect our systems and information may be insufficient.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 16 | | | [removed: ] [added: ] | | |

The Company’s Board of Directors has a mix of experiences, skills, [removed: qualifications] [added: qualifications,] and backgrounds to support strategy and risk oversight, including expertise in cybersecurity and oversight of cybersecurity matters.

The Company’s CTO has over twenty years of experience, including deep expertise in developing cutting-edge automated systems, supply chain planning, optimization and simulation, artificial [removed: intelligence] [added: intelligence,] and predictive analytics.

Additional experience held by the CTO is described further under [Information about Our Executive [removed: Officers](#ibc2a376758d74fd1b63dc3bee1604694_34).][added: Officers](#i1552817cb63e42368ff26da3ce5c35ad_34).]

Our Company-wide Information Security training program includes security awareness training, including regular phishing simulations, acceptable use training, cyber wellness [removed: trainings] [added: trainings,] and other targeted trainings throughout the year.

These trainings provide employees [added: with] the opportunity to gain an understanding of the various forms of cybersecurity incidents and enable our employees to handle and report any suspicious activity or threat.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 17 | | | [removed: ] [added: ] | | |

In addition to the locations indicated above, we also own or lease several other properties and buildings worldwide which we use for manufacturing, sales, [removed: distribution] [added: distribution,] and administrative functions.

As discussed in [Note [removed: 13](#ibc2a376758d74fd1b63dc3bee1604694_139)] [added: 13](#i1552817cb63e42368ff26da3ce5c35ad_139)] to the Consolidated Financial Statements, we do not manage our assets on a segment basis given the integration of certain manufacturing, warehousing, [removed: distribution] [added: distribution,] and other activities in support of our global operations.

| | | | | | | Brewster, New York | | | | | | Distribution | | | | | | Lease | | |

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 18 | | | [removed: ] [added: ] | | |

The executive officers of the Company, their positions and, as of February [removed: 10, 2025,] [added: 12, 2026,] their ages are set forth below.

| Andrew [removed: Archambault (1)] [added: Archambault(1)] | | | | | | [removed: 51] [added: 52] | | | | | | President, U.S. Confection (February 2025) | | |

| Deepak [removed: Bhatia (2)] [added: Bhatia(2)] | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President, Chief Technology Officer (October 2023) | | |

| Rohit Grover | | | | | | [removed: 52] [added: 53] | | | | | | President, International (April 2019) | | |

| Jennifer L. McCalman [removed: (3)] | | | | | | [removed: 47] [added: 48] | | | | | | Vice President, Chief Accounting Officer (February 2021); Senior Director, Global Controller (March 2019) | | |

| Jason R. Reiman | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President, Chief Supply Chain Officer (June 2019) | | |

| James Turoff | | | | | | [removed: 48] [added: 49] | | | | | | Senior Vice President, General Counsel and Secretary (May 2021); Acting General Counsel (December [removed: 2020); Vice President, Deputy General Counsel (March 2019)] [added: 2020)] | | |

| Veronica Villasenor | | | | | | [removed: 45] [added: 46] | | | | | | President, Salty Snacks (February 2025); Vice President, General Manager Salty Snacks (April 2023); Vice President, General Manager Dot’s and Pretzels, Inc. (August 2022); Vice President, Marketing US Confection (July 2021); Vice President, Marketing Chocolate (February 2020) | | |

| Steven E. Voskuil | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President, Chief Financial Officer (February 2021); Senior Vice President, Chief Financial Officer and Chief Accounting Officer (November 2019) | | |

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 19 | | | [removed: ] [added: ] | | |

| Natalie Rothman(3) | | | | | | 55 | | | | | | Senior Vice President, Chief Human Resources Officer (August 2025) | | |

| Stacy Taffet(4) | | | | | | 46 | | | | | | Chief Growth Officer (April 2025) | | |

| Kirk Tanner(5) | | | | | | 57 | | | | | | President, Chief Executive Officer (August 2025) | | |

(3) Ms. Natalie Rothman was appointed Chief Human Resources Officer effective August 18, 2025.

Prior to joining our Company, she was Chief People Officer for Inspire Brands (May 2023), a multi-brand, global restaurant company, and Executive Vice President, Chief Human Resources Officer at Advanced Auto Parts (May 2016), an automotive aftermarket parts provider in North America.

(4) Ms. Stacy Taffet was appointed Chief Growth Officer effective April 14, 2025.

Prior to joining our Company, she was Senior Vice President, Marketing (May 2023), Senior Vice President, Brand Marketing, Frito Lay (January 2022), Vice President of Brand Marketing, Frito Lay (October 2020), and Vice President of Marketing, Hydration Portfolio (August 2018) at PepsiCo, a global beverage and convenient food company.

(5) Mr. Kirk Tanner was appointed President, Chief Executive Office effective August 18, 2025.

Prior to joining our Company he was the President and Chief Executive Officer of Wendy’s (February 2024), a franchise system of quick-service restaurants, and the Chief Executive Officer of PepsiCo Beverages North America (January 2019), a global beverage and convenient food company.

| Michele G. Buck | | | | | | 63 | | | | | | Chairman of the Board, President and Chief Executive Officer (October 2019) | | |

| Christopher M. Scalia | | | | | | 49 | | | | | | Senior Vice President, Chief Human Resources Officer (January 2020); Vice President, Global Human Resources (March 2018) | | |

(3) Ms. McCalman was appointed Vice President, Chief Accounting Officer effective February 23, 2021.

Prior to joining our Company she was Senior Director and Assistant Controller for Keurig Dr. Pepper (formerly Keurig Green Mountain) (May 2017), a beverage and coffeemaker company.

The closing price of our Common Stock on December 31, [removed: 2024] [added: 2025] (the last business day of the of the fiscal year) was [removed: $169.35.][added: $181.98.]

There were [removed: 23,068] [added: 22,080] stockholders of record of our Common Stock and 5 stockholders of record of our Class B Stock as of December 31, [removed: 2024.][added: 2025.]

We paid [removed: $1,084.8] [added: $1,085.3] million in cash dividends on our Common Stock and Class B Stock in [removed: 2024] [added: 2025] and [removed: $889.1] [added: $1,084.8] million in [removed: 2023.][added: 2024.]

The annual dividend rate on our Common Stock in [removed: 2024] [added: 2025] was $5.480 per share.

On February [removed: 5, 2025,] [added: 4, 2026,] our Board declared a quarterly dividend of [removed: $1.370] [added: $1.452] per share of Common Stock payable on March [removed: 14, 2025,] [added: 16, 2026,] to stockholders of record as of February 17, [removed: 2025.][added: 2026.]

It is the Company’s [removed: 380th] [added: 384th] consecutive quarterly Common Stock dividend.

A quarterly dividend of [removed: $1.245] [added: $1.320] per share of Class B Stock also was declared.

There were no purchases of shares of Common Stock made by or on behalf of Hershey, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of Hershey, for each fiscal month in the three months ended December 31, [removed: 2024.][added: 2025.]

In [removed: July 2018,] [added: December 2023,] our Board of Directors approved a $500 million share repurchase [removed: authorization to repurchase shares of our Common Stock.][added: authorization.]

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 20 | | | [removed: ] [added: ] | | |

[removed: ][added: ]

| Company/Index | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| S&P 500 Packaged Foods Index | | | | | | $ | 100 | | | | | $ | [removed: 105] [added: 113] | | | | | $ | [removed: 118] [added: 124] | | | | | $ | [removed: 129] [added: 114] | | | | | $ | [removed: 120] [added: 108] | | | | | $ | [removed: 113] [added: 98] | |

This program is to be utilized at management’s discretion.

| The Hershey Company | | | | | | $ | 100 | | | | | $ | 130 | | | | | $ | 158 | | | | | $ | 130 | | | | | $ | 121 | | | | | $ | 135 | |

| S&P 500 Index | | | | | | $ | 100 | | | | | $ | 129 | | | | | $ | 105 | | | | | $ | 133 | | | | | $ | 166 | | | | | $ | 196 | |

As a result of the February 2023 Stock Purchase Agreement with Hershey Trust Company, as trustee for the Milton Hershey School Trust (the “School Trust”), the July 2018 share repurchase authorization was completed.

In May 2021, our Board of Directors approved an additional $500 million share repurchase authorization, which was completed as of March 31, 2024.

In December 2023, our Board of Directors approved an additional $500 million share repurchase authorization.

This program commenced after the existing May 2021 authorization was completed and is to be utilized at management’s discretion.

In February 2022, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company purchased 1,000,000 shares of the Company’s Common Stock from the School Trust at a price equal to $203.35 per share, for a total purchase price of $203.4 million.

| The Hershey Company | | | | | | $ | 100 | | | | | $ | 106 | | | | | $ | 137 | | | | | $ | 167 | | | | | $ | 137 | | | | | $ | 128 | |

| S&P 500 Index | | | | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 157 | | | | | $ | 197 | |

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 21 | | | [removed: ] [added: ] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#ibc2a376758d74fd1b63dc3bee1604694_73) 42[)](#ibc2a376758d74fd1b63dc3bee1604694_73)] [added: ID:](#i1552817cb63e42368ff26da3ce5c35ad_73) 42[)](#i1552817cb63e42368ff26da3ce5c35ad_73)] | | | | | | [removed: [48](#ibc2a376758d74fd1b63dc3bee1604694_73)] [added: [48](#i1552817cb63e42368ff26da3ce5c35ad_73)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#ibc2a376758d74fd1b63dc3bee1604694_76)] [added: Reporting](#i1552817cb63e42368ff26da3ce5c35ad_76)] | | | | | | [removed: [50](#ibc2a376758d74fd1b63dc3bee1604694_76)] [added: [51](#i1552817cb63e42368ff26da3ce5c35ad_76)] | | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 202](#ibc2a376758d74fd1b63dc3bee1604694_79)[4](#ibc2a376758d74fd1b63dc3bee1604694_79)[, 202](#ibc2a376758d74fd1b63dc3bee1604694_79)[3](#ibc2a376758d74fd1b63dc3bee1604694_79) [and 202](#ibc2a376758d74fd1b63dc3bee1604694_79)[2](#ibc2a376758d74fd1b63dc3bee1604694_79)] [added: 202](#i1552817cb63e42368ff26da3ce5c35ad_79)[5](#i1552817cb63e42368ff26da3ce5c35ad_79)[, 202](#i1552817cb63e42368ff26da3ce5c35ad_79)[4](#i1552817cb63e42368ff26da3ce5c35ad_79) [and](#i1552817cb63e42368ff26da3ce5c35ad_79) [2023](#i1552817cb63e42368ff26da3ce5c35ad_79)] | | | | | | [removed: [52](#ibc2a376758d74fd1b63dc3bee1604694_79)] [added: [53](#i1552817cb63e42368ff26da3ce5c35ad_79)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#ibc2a376758d74fd1b63dc3bee1604694_82) [202](#ibc2a376758d74fd1b63dc3bee1604694_79)[4](#ibc2a376758d74fd1b63dc3bee1604694_79)[, 202](#ibc2a376758d74fd1b63dc3bee1604694_79)[3](#ibc2a376758d74fd1b63dc3bee1604694_79)] [added: 31,](#i1552817cb63e42368ff26da3ce5c35ad_82) [202](#i1552817cb63e42368ff26da3ce5c35ad_79)[5](#i1552817cb63e42368ff26da3ce5c35ad_79)[, 202](#i1552817cb63e42368ff26da3ce5c35ad_79)[4](#i1552817cb63e42368ff26da3ce5c35ad_79)] [and [removed: 202](#ibc2a376758d74fd1b63dc3bee1604694_79)[2](#ibc2a376758d74fd1b63dc3bee1604694_79)] [added: 202](#i1552817cb63e42368ff26da3ce5c35ad_79)[3](#i1552817cb63e42368ff26da3ce5c35ad_79)] | | | | | | [removed: [53](#ibc2a376758d74fd1b63dc3bee1604694_82)] [added: [54](#i1552817cb63e42368ff26da3ce5c35ad_82)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#ibc2a376758d74fd1b63dc3bee1604694_85)[4](#ibc2a376758d74fd1b63dc3bee1604694_85)] [added: 202](#i1552817cb63e42368ff26da3ce5c35ad_85)[5](#i1552817cb63e42368ff26da3ce5c35ad_85)] [and [removed: 202](#ibc2a376758d74fd1b63dc3bee1604694_85)[3](#ibc2a376758d74fd1b63dc3bee1604694_85)] [added: 202](#i1552817cb63e42368ff26da3ce5c35ad_85)[4](#i1552817cb63e42368ff26da3ce5c35ad_85)] | | | | | | [removed: [54](#ibc2a376758d74fd1b63dc3bee1604694_85)] [added: [55](#i1552817cb63e42368ff26da3ce5c35ad_85)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#ibc2a376758d74fd1b63dc3bee1604694_91) [202](#ibc2a376758d74fd1b63dc3bee1604694_79)[4](#ibc2a376758d74fd1b63dc3bee1604694_79)[, 202](#ibc2a376758d74fd1b63dc3bee1604694_79)[3](#ibc2a376758d74fd1b63dc3bee1604694_79)] [added: 31,](#i1552817cb63e42368ff26da3ce5c35ad_91) [202](#i1552817cb63e42368ff26da3ce5c35ad_79)[5](#i1552817cb63e42368ff26da3ce5c35ad_79)[, 202](#i1552817cb63e42368ff26da3ce5c35ad_79)[4](#i1552817cb63e42368ff26da3ce5c35ad_79)] [and [removed: 20](#ibc2a376758d74fd1b63dc3bee1604694_79)[2](#ibc2a376758d74fd1b63dc3bee1604694_79)[2](#ibc2a376758d74fd1b63dc3bee1604694_79)] [added: 202](#i1552817cb63e42368ff26da3ce5c35ad_79)[3](#i1552817cb63e42368ff26da3ce5c35ad_79)] | | | | | | [removed: [55](#ibc2a376758d74fd1b63dc3bee1604694_91)] [added: [56](#i1552817cb63e42368ff26da3ce5c35ad_91)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December [removed: 31,](#ibc2a376758d74fd1b63dc3bee1604694_94) [202](#ibc2a376758d74fd1b63dc3bee1604694_79)[4](#ibc2a376758d74fd1b63dc3bee1604694_79)[, 202](#ibc2a376758d74fd1b63dc3bee1604694_79)[3](#ibc2a376758d74fd1b63dc3bee1604694_79)] [added: 31,](#i1552817cb63e42368ff26da3ce5c35ad_94) [202](#i1552817cb63e42368ff26da3ce5c35ad_79)[5](#i1552817cb63e42368ff26da3ce5c35ad_79)[, 202](#i1552817cb63e42368ff26da3ce5c35ad_79)[4](#i1552817cb63e42368ff26da3ce5c35ad_79)] [and [removed: 202](#ibc2a376758d74fd1b63dc3bee1604694_79)[2](#ibc2a376758d74fd1b63dc3bee1604694_79)] [added: 202](#i1552817cb63e42368ff26da3ce5c35ad_79)[3](#i1552817cb63e42368ff26da3ce5c35ad_79)] | | | | | | [removed: [56](#ibc2a376758d74fd1b63dc3bee1604694_94)] [added: [57](#i1552817cb63e42368ff26da3ce5c35ad_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibc2a376758d74fd1b63dc3bee1604694_97)] [added: Statements](#i1552817cb63e42368ff26da3ce5c35ad_97)] | | | | | | [removed: [57](#ibc2a376758d74fd1b63dc3bee1604694_97)] [added: [58](#i1552817cb63e42368ff26da3ce5c35ad_97)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#ibc2a376758d74fd1b63dc3bee1604694_100)] [added: Policies](#i1552817cb63e42368ff26da3ce5c35ad_100)] | | | | | | [removed: [57](#ibc2a376758d74fd1b63dc3bee1604694_100)] [added: [58](#i1552817cb63e42368ff26da3ce5c35ad_100)] | | |

| [Note 2 - Business [removed: Acquisitions](#ibc2a376758d74fd1b63dc3bee1604694_103)] [added: Acquisitions](#i1552817cb63e42368ff26da3ce5c35ad_103)] | | | | | | [removed: [63](#ibc2a376758d74fd1b63dc3bee1604694_103)] [added: [64](#i1552817cb63e42368ff26da3ce5c35ad_103)] | | |

| [Note 3 - Goodwill and Intangible [removed: Assets](#ibc2a376758d74fd1b63dc3bee1604694_106)] [added: Assets](#i1552817cb63e42368ff26da3ce5c35ad_106)] | | | | | | [removed: [64](#ibc2a376758d74fd1b63dc3bee1604694_106)] [added: [66](#i1552817cb63e42368ff26da3ce5c35ad_106)] | | |

| [Note 4 - Short and Long-Term [removed: Debt](#ibc2a376758d74fd1b63dc3bee1604694_109)] [added: Debt](#i1552817cb63e42368ff26da3ce5c35ad_109)] | | | | | | [removed: [65](#ibc2a376758d74fd1b63dc3bee1604694_109)] [added: [67](#i1552817cb63e42368ff26da3ce5c35ad_109)] | | |

| [Note 5 - Derivative [removed: Instruments](#ibc2a376758d74fd1b63dc3bee1604694_115)] [added: Instruments](#i1552817cb63e42368ff26da3ce5c35ad_115)] | | | | | | [removed: [67](#ibc2a376758d74fd1b63dc3bee1604694_115)] [added: [69](#i1552817cb63e42368ff26da3ce5c35ad_115)] | | |

| [Note 6 - Fair Value [removed: Measurements](#ibc2a376758d74fd1b63dc3bee1604694_118)] [added: Measurements](#i1552817cb63e42368ff26da3ce5c35ad_118)] | | | | | | [removed: [69](#ibc2a376758d74fd1b63dc3bee1604694_118)] [added: [71](#i1552817cb63e42368ff26da3ce5c35ad_118)] | | |

| [Note 7 - [removed: Leases](#ibc2a376758d74fd1b63dc3bee1604694_121)] [added: Leases](#i1552817cb63e42368ff26da3ce5c35ad_121)] | | | | | | [removed: [71](#ibc2a376758d74fd1b63dc3bee1604694_121)] [added: [73](#i1552817cb63e42368ff26da3ce5c35ad_121)] | | |

| [Note 8 - Investments in Unconsolidated [removed: Affiliates](#ibc2a376758d74fd1b63dc3bee1604694_124)] [added: Affiliates](#i1552817cb63e42368ff26da3ce5c35ad_124)] | | | | | | [removed: [73](#ibc2a376758d74fd1b63dc3bee1604694_124)] [added: [75](#i1552817cb63e42368ff26da3ce5c35ad_124)] | | |

| [Note 9 - Business Realignment [removed: Activities](#ibc2a376758d74fd1b63dc3bee1604694_127)] [added: Activities](#i1552817cb63e42368ff26da3ce5c35ad_127)] | | | | | | [removed: [74](#ibc2a376758d74fd1b63dc3bee1604694_127)] [added: [76](#i1552817cb63e42368ff26da3ce5c35ad_127)] | | |

| [Note 10 - Income [removed: Taxes](#ibc2a376758d74fd1b63dc3bee1604694_130)] [added: Taxes](#i1552817cb63e42368ff26da3ce5c35ad_130)] | | | | | | [removed: [75](#ibc2a376758d74fd1b63dc3bee1604694_130)] [added: [77](#i1552817cb63e42368ff26da3ce5c35ad_130)] | | |

| [Note 11 - Pension and Other Post-Retirement Benefit [removed: Plans](#ibc2a376758d74fd1b63dc3bee1604694_133)] [added: Plans](#i1552817cb63e42368ff26da3ce5c35ad_133)] | | | | | | [removed: [78](#ibc2a376758d74fd1b63dc3bee1604694_133)] [added: [81](#i1552817cb63e42368ff26da3ce5c35ad_133)] | | |

| [Note 12 - Stock Compensation [removed: Plans](#ibc2a376758d74fd1b63dc3bee1604694_136)] [added: Plans](#i1552817cb63e42368ff26da3ce5c35ad_136)] | | | | | | [removed: [84](#ibc2a376758d74fd1b63dc3bee1604694_136)] [added: [87](#i1552817cb63e42368ff26da3ce5c35ad_136)] | | |

| [Note 13 - Segment [removed: Information](#ibc2a376758d74fd1b63dc3bee1604694_139)] [added: Information](#i1552817cb63e42368ff26da3ce5c35ad_139)] | | | | | | [removed: [88](#ibc2a376758d74fd1b63dc3bee1604694_139)] [added: [91](#i1552817cb63e42368ff26da3ce5c35ad_139)] | | |

| [Note 14 - Equity and Treasury Stock [removed: Activity](#ibc2a376758d74fd1b63dc3bee1604694_142)] [added: Activity](#i1552817cb63e42368ff26da3ce5c35ad_142)] | | | | | | [removed: [90](#ibc2a376758d74fd1b63dc3bee1604694_142)] [added: [93](#i1552817cb63e42368ff26da3ce5c35ad_142)] | | |

| [Note 15 - Commitments and [removed: Contingencies](#ibc2a376758d74fd1b63dc3bee1604694_148)] [added: Contingencies](#i1552817cb63e42368ff26da3ce5c35ad_148)] | | | | | | [removed: [92](#ibc2a376758d74fd1b63dc3bee1604694_148)] [added: [95](#i1552817cb63e42368ff26da3ce5c35ad_148)] | | |

| [Note 16 - Earnings Per [removed: Share](#ibc2a376758d74fd1b63dc3bee1604694_151)] [added: Share](#i1552817cb63e42368ff26da3ce5c35ad_151)] | | | | | | [removed: [94](#ibc2a376758d74fd1b63dc3bee1604694_151)] [added: [97](#i1552817cb63e42368ff26da3ce5c35ad_151)] | | |

| [Note 17 - Other (Income) Expense, [removed: Net](#ibc2a376758d74fd1b63dc3bee1604694_154)] [added: Net](#i1552817cb63e42368ff26da3ce5c35ad_154)] | | | | | | [removed: [95](#ibc2a376758d74fd1b63dc3bee1604694_154)] [added: [98](#i1552817cb63e42368ff26da3ce5c35ad_154)] | | |

| [Note 18 - Related Party [removed: Transactions](#ibc2a376758d74fd1b63dc3bee1604694_157)] [added: Transactions](#i1552817cb63e42368ff26da3ce5c35ad_157)] | | | | | | [removed: [95](#ibc2a376758d74fd1b63dc3bee1604694_157)] [added: [98](#i1552817cb63e42368ff26da3ce5c35ad_157)] | | |

| [Note 19 - Supplemental Balance Sheet [removed: Information](#ibc2a376758d74fd1b63dc3bee1604694_160)] [added: Information](#i1552817cb63e42368ff26da3ce5c35ad_160)] | | | | | | [removed: [96](#ibc2a376758d74fd1b63dc3bee1604694_160)] [added: [99](#i1552817cb63e42368ff26da3ce5c35ad_160)] | | |

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 47 | | | [removed: ] [added: ] | | |

We have audited the accompanying consolidated balance sheets of The Hershey Company (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, cash flows, and stockholders' equity for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 18, 2025] [added: 17, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 48 | | | [removed: ] [added: ] | | |

| *Description of the Matter* | | | | | | The unsettled portion of the Company’s obligation for trade promotion activities at December 31, [removed: 2024] [added: 2025] was [removed: $221.3] [added: $227.7] million. As discussed in Note 1 of the consolidated financial statements, the Company promotes its products through programs such as, but not limited to, discounts, coupons, rebates, in-store display incentives, and volume-based incentives. The Company recognizes the estimated costs of these trade promotion activities as a component of variable consideration when determining the transaction price. The unsettled portion of the Company’s obligation for trade promotion activities is included in accrued liabilities in the consolidated balance sheet. Auditing management’s calculation of the unsettled portion of the Company’s obligation for trade promotion activities was subjective and required judgment as a result of the nature of the required estimates and assumptions. In particular, the estimates required an analysis of the programs offered, expectations regarding customer and consumer participation, and experience with historical payment patterns. | | |

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page 49 | | | [removed: ] [added: ] | | |

We have audited The Hershey Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, The Hershey Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: the acquisition of the Sour Strips brand from Actual Candy,] [added: LesserEvil,] LLC [removed: (“Sour Strips”)] [added: (“LesserEvil”), which was acquired] on November [removed: 8, 2024, which] [added: 18, 2025, and] is included in the [removed: 2024] [added: 2025] consolidated financial statements of the Company and constituted [removed: less than 1%] [added: 7.3%] of total assets as of December 31, [removed: 2024] [added: 2025] and less than 1% of net sales for the year then ended.

| Accounting for the Provisional Valuation of Identifiable Intangible Assets in the Acquisition of LesserEvil, LLC | | | | | | | | |

| | | | | | | | | |

| *Description of the Matter* | | | | | | As described in Note 2 to the consolidated financial statements, the Company completed the acquisition of LesserEvil, LLC (“LesserEvil”) on November 18, 2025 for consideration of $815.2 million. As of December 31, 2025, the purchase price that has been provisionally allocated to acquired intangible assets consisting of trademarks and customer relationships was $303.0 million and $301.5 million, respectively. Auditing the Company’s accounting for its acquisition of LesserEvil was complex due to the significant estimation uncertainty in determining the fair values of the trademarks and customer relationships. The Company used the relief from royalty method to value the trademarks and the multi-period excess earnings method to value the customer relationships, both of which were complex and required the use of assumptions that were inherently uncertain. The significant assumptions used to estimate the fair value of the trademarks included forecasted revenue growth rates, the discount rate, and the royalty rate. The significant assumptions used to estimate the fair value of the customer relationships included forecasted revenue growth rates and forecasted EBITDA margins. All of these significant assumptions are affected by expectations about future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s estimation of the fair values of the trademarks and customer relationships. For example, we tested controls over the valuation of these acquired identifiable intangible assets, including controls over management’s review of the valuation models and the significant assumptions described above, forecasted financial information, and the completeness and accuracy of underlying data used in the valuation models. To test the provisional estimated fair value of the trademarks and customer relationships, we performed audit procedures that included, among others, assessing the fair value methodologies utilized by management as well as the significant assumptions discussed above, including the completeness and accuracy of the underlying data used in the valuation models. For example, when evaluating the significant assumptions, we compared them to current financial and operating plans, market and industry studies, and historical trends. We also performed sensitivity analyses to evaluate the changes in the fair value of the trademarks and customer relationships that would result from changes in the significant assumptions. We involved our valuation specialists to assist in evaluating the discount rate, royalty rate, and valuation methodologies used by the Company. | | |

| February 17, 2026 | | |

| February 17, 2026 | | |

| Cash and cash equivalents | | | | | | $ | 925,859 | | | | | $ | 730,746 | |

| Goodwill impairment charges | | | | | | 6,403 | | | | | | — | | | | | | — | | |

| Purchase of intangible assets | | | | | | (73,597) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 883,259 | | | | | | | | | | | | | | | | | | | | | | | | 883,259 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 56,540 | | | | | | | | | | | | 56,540 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2025 | | | | | | $ | — | | | | | $ | 166,939 | | | | | $ | 54,614 | | | | | $ | 1,426,651 | | | | | $ | 5,495,449 | | | | | $ | (2,259,553) | | | | | $ | (247,350) | | | | | | | | | | | $ | 4,636,750 | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

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.

2025 Activity

LesserEvil, LLC

On November 18, 2025, we completed the acquisition of LesserEvil, LLC (“LesserEvil”), previously 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 and brings additional manufacturing capacity.

The initial cash consideration paid for LesserEvil totaled $769,090 and consisted of cash on hand and short-term borrowings; however, the Company may be required to pay additional contingent consideration ranging from zero to a maximum of $200,000 if certain defined earnings targets are met over a multi-year period.

Acquisition-related costs for the LesserEvil acquisition were immaterial.

The acquisition has been accounted for as a business combination and, accordingly, LesserEvil has been included within the North America Salty Snacks segment from the date of acquisition.

The purchase consideration, inclusive of the acquisition date fair value of the contingent consideration and certain holdbacks, was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:

| | | | Initial Allocation | | |

| Goodwill | | | $ | 289,142 | |

| Other intangible assets | | | 604,500 | | |

| Current assets acquired, including cash and cash equivalents | | | 65,060 | | |

| Other non-current assets, primarily operating lease ROU assets | | | 28,214 | | |

| Current liabilities assumed | | | (21,141) | | |

| Other long-term liabilities, primarily operating lease liabilities | | | (22,054) | | |

| Deferred income taxes | | | (144,143) | | |

| Net assets acquired | | | $ | 815,150 | |

The purchase price allocation presented above is preliminary.

The goodwill derived from this acquisition is not expected to be deductible for tax purposes and reflects the value of leveraging our brand building expertise, supply chain capabilities and retail relationships to accelerate growth and access to the portfolio of LesserEvil’s products.

Other intangible assets include the following estimated useful lives and values:

| | | | Estimated Useful Life | | | | | | Initial Allocation | | |

| Trademarks | | | Indefinite | | | | | | $ | 303,000 | |

| February 18, 2025 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cash and cash equivalents, beginning of period | | | | | | 401,902 | | | | | | 463,889 | | | | | | 329,266 | | |

| Balance, January 1, 2022 | | | | | | $ | — | | | | | $ | 160,939 | | | | | $ | 60,614 | | | | | $ | 1,260,331 | | | | | $ | 2,719,936 | | | | | $ | (1,195,376) | | | | | $ | (249,215) | | | | | | | | | | | $ | 2,757,229 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,644,817 | | | | | | | | | | | | | | | | | | | | | | | | 1,644,817 | | |

| Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | 25,317 | | | | | | | | | | | | | | | | | | (73,812) | | | | | | | | | | | | (48,495) | | |

| Repurchase of common stock (including excise tax) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (498,926) | | | | | | | | | | | | | | | | | | (498,926) | | |

Adoption of the new standard did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting*.

The ASU is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.

Entities may apply this ASU upon issuance through December

31, 2022 on a prospective basis.

Early adoption is permitted and the updated should be applied on a prospective basis, with a retrospective application permitted in the financial statements.

As a result, we intend to adopt the provisions of this ASU in the fourth quarter of 2025.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Goodwill | | | | | | $ | 2,023,403 | | | | | $ | 571,770 | | | | | $ | 374,131 | | | | | $ | 2,969,304 | |

| Balance at January 1, 2023 | | | | | | 2,018,430 | | | | | | 571,770 | | | | | | 16,756 | | | | | | 2,606,956 | | |

| Foreign currency translation | | | | | | 2,401 | | | | | | — | | | | | | 1,462 | | | | | | 3,863 | | |

| Trademarks | | | | | | $ | 1,721,159 | | | | | $ | (282,819) | | | | | $ | 1,703,029 | | | | | $ | (249,947) | |

| Total | | | | | | 2,281,332 | | | | | | (441,807) | | | | | | 2,225,172 | | | | | | (381,462) | | |

| Amortization expense | | | | | | $ | 82,221 | | | | | $ | 82,174 | | | | | $ | 81,081 | | | | | $ | 81,081 | | | | | $ | 79,553 | |

| 2.050% Notes (1) | | | | | | November 15, 2024 | | | | | | — | | | | | | 300,000 | | |

(2) During the second quarter of 2023, we issued $350,000 of 4.250% Notes due in May 2028 and $400,000 of 4.500% Notes due in May 2033 (together, the “2023 Notes”).

| 2025 | | | $ | 600,000 | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | |

| December 31, 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | $ | 3,331,869 | | | | | $ | 3,711,253 | | | | | $ | 3,795,175 | | | | | $ | 4,094,190 | |

| | | | | | | 2024 | | | | | | 2023 | | |

| 2025 | | | $ | 52,557 | | | | | $ | 9,951 | | | | | $ | 62,508 | |

| 2026 | | | 48,923 | | | | | | 6,824 | | | | | | 55,747 | | |

| 2027 | | | 46,511 | | | | | | 4,796 | | | | | | 51,307 | | |

| 2028 | | | 28,973 | | | | | | 4,366 | | | | | | 33,339 | | |

| 2029 | | | 25,375 | | | | | | 4,231 | | | | | | 29,606 | | |

| Thereafter | | | 225,278 | | | | | | 133,638 | | | | | | 358,916 | | |

| Total lease payments | | | 427,617 | | | | | | 163,806 | | | | | | 591,423 | | |

| Total lease liabilities | | | $ | 345,403 | | | | | $ | 73,802 | | | | | $ | 419,205 | |

| Derivative instruments | | | | | | 37,558 | | | | | | — | | |

We reasonably expect reductions in the liability for unrecognized tax benefits of approximately $5,462 within the next 12 months because of the expiration of statutes of limitations and settlements of tax audits.

| Settlement | | | | | | (64,665) | | | | | | (66,132) | | | | | | — | | | | | | (88,689) | | |

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of December 31, [removed: 2024.][added: 2025.]

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

There have been no changes to the Company’s internal control over financial reporting during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

| [Table of [removed: Contents](#ibc2a376758d74fd1b63dc3bee1604694_7)] [added: Contents](#i1552817cb63e42368ff26da3ce5c35ad_7)] | | | The Hershey Company \| [removed: 2024] [added: 2025] Form 10-K \| Page [removed: 98] [added: 101] | | | [removed: ] [added: ] | | |

The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management concluded that, as of December 31, [removed: 2024,] [added: 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 [removed: the acquisition of the Sour Strips brand from Actual Candy,] [added: LesserEvil,] LLC [removed: (“Sour Strips”)] [added: (“LesserEvil”), which was acquired] on November [removed: 8, 2024, which] [added: 18, 2025, and] is included in the [removed: 2024] [added: 2025] consolidated financial statements of the Company and constituted [removed: less than 1%] [added: 7.3%] of total assets as of December 31, [removed: 2024] [added: 2025] and less than 1% of net sales for the year then ended.

The Company’s independent auditors have audited, and reported on, the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025, which is included in Item 8 of this report and is incorporated by reference herein.]

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| [Table of Contents](#i1552817cb63e42368ff26da3ce5c35ad_7) | | | The Hershey Company \| 2025 Form 10-K \| Page 102 | | |  | | |

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.

[removed: During] [added: The following table describes] the [removed: three months ended December 31, 2024, no] [added: 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) [removed: adopted or terminated any contract, instruction or written plan for] [added: during] the [removed: purchase or sale of securities] [added: three months ended December 31, 2025,] that are intended to satisfy the affirmative defense conditions of Rule [removed: 10b5-1(c) or any other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)).][added: 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.

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