Hershey 10-Q 2025-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2025

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to_

Commission file number 1-183

THE HERSHEY COMPANY

(Exact name of registrant as specified in its charter)

Delaware						23-0691590
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

19 East Chocolate Avenue, Hershey, PA 17033

(Address of principal executive offices and Zip Code)

(717) 534-4200

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, one dollar par value						HSY						New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer			x			Accelerated filer			☐			Non-accelerated filer			☐			Smaller reporting company			☐			Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock, one dollar par value—147,990,276 shares, as of April 25, 2025.

Class B Common Stock, one dollar par value—54,613,514 shares, as of April 25, 2025.

THE HERSHEY COMPANY

Quarterly Report on Form 10-Q

For the Period Ended March 30, 2025

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION						2
Item 1. Financial Statements						2
Consolidated Statements of Income for the Three Months Ended March 30, 2025 and March 31, 2024						2
Consolidated Statements of Comprehensive Income for the Three Months Ended March 30, 2025 and March 31, 2024						3
Consolidated Balance Sheets as of March 30, 2025 and December 31, 2024						4
Consolidated Statements of Cash Flows for the Three Months Ended March 30, 2025 and March 31, 2024						5
Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 30, 2025 and March 31, 2024						6
Notes to Unaudited Consolidated Financial Statements						7
Note 1 - Summary of Significant Accounting Policies						7
Note 2 - Business Acquisitions						8
Note 3 - Goodwill and Intangible Assets						9
Note 4 - Short and Long-Term Debt						9
Note 5 - Derivative Instruments						11
Note 6 - Fair Value Measurements						13
Note 7 - Leases						14
Note 8 - Investments in Unconsolidated Affiliates						16
Note 9 - Business Realignment Activities						16
Note 10 - Income Taxes						18
Note 11 - Pension and Other Post-Retirement Benefit Plans						18
Note 12 - Stock Compensation Plans						19
Note 13 - Segment Information						21
Note 14 - Treasury Stock Activity						24
Note 15 - Contingencies						24
Note 16 - Earnings Per Share						25
Note 17 - Other (Income) Expense, Net						26
Note 18 - Supplemental Balance Sheet Information						27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						29
Item 3. Quantitative and Qualitative Disclosures About Market Risk						39
Item 4. Controls and Procedures						41
PART II. OTHER INFORMATION						42
Item 1. Legal Proceedings						42
Item 1A. Risk Factors						42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						42
Item 3. Defaults Upon Senior Securities						42
Item 4. Mine Safety Disclosures						42
Item 5. Other Information						42
Item 6. Exhibits						44
Signatures						45

Table of Contents			The Hershey Company | Q1 2025 Form 10-Q | Page 1

PART I — FINANCIAL INFORMATION

THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

												Three Months Ended
																		March 30, 2025						March 31, 2024
Net sales																		$	2,805,419					$	3,252,749
Cost of sales																		1,861,152						1,576,668
Gross profit																		944,267						1,676,081
Selling, marketing and administrative expense																		558,672						617,981
Business realignment costs																		16,374						—
Operating profit																		369,221						1,058,100
Interest expense, net																		44,622						39,822
Other (income) expense, net																		945						32,020
Income before income taxes																		323,654						986,258
Provision for income taxes																		99,451						188,805
Net income																		$	224,203					$	797,453
Net income per share—basic:
Common stock																		$	1.14					$	4.00
Class B common stock																		$	1.03					$	3.64
Net income per share—diluted:
Common stock																		$	1.10					$	3.89
Class B common stock																		$	1.03					$	3.63
Dividends paid per share:
Common stock																		$	1.370					$	1.370
Class B common stock																		$	1.245					$	1.245

See Notes to Unaudited Consolidated Financial Statements.

Table of Contents			The Hershey Company | Q1 2025 Form 10-Q | Page 2

THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

												For the Three Months Ended
																		March 30, 2025																		March 31, 2024
																																										Pre-Tax Amount						Tax (Expense) Benefit						After-Tax Amount						Pre-Tax Amount						Tax (Expense) Benefit						After-Tax Amount
Net income																																																						$	224,203																	$	797,453
Other comprehensive income, net of tax:
Foreign currency translation adjustments:
Foreign currency translation gains (losses) during period																																										$	9,904					$	—					9,904						$	(4,998)					$	—					(4,998)
Pension and post-retirement benefit plans:
Net actuarial gain (loss) and service cost																																										(46)						(32)						(78)						(48)						7						(41)
Reclassification to earnings																																										2,883						(694)						2,189						2,541						(609)						1,932
Cash flow hedges:
Gai

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This Management’s Discussion and Analysis (“MD&A”) is intended to provide an understanding of Hershey’s financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. This MD&A should be read in conjunction with our Unaudited Consolidated Financial Statements and accompanying notes included in this Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025 (“this Quarterly Report on Form 10-Q”). This discussion contains a number of forward-looking statements, all of which are based on current expectations. Actual results may differ materially. Refer to the Safe Harbor Statement below as well as the Risk Factors and other information contained in our 2024 Annual Report on Form 10-K for information concerning the key risks to achieving future performance goals.

The MD&A is organized in the following sections:

• Overview

• Trends Affecting Our Business

• Consolidated Results of Operations

• Segment Results

• Liquidity and Capital Resources

• Safe Harbor Statement

OVERVIEW

Hershey is a global confectionery leader known for making more moments of goodness through chocolate, sweets, mints and other great tasting snacks. We are the largest producer of quality chocolate in North America, a leading snack maker in the United States (“U.S.”) and a global leader in chocolate and non-chocolate confectionery. We market, sell and distribute our products under more than 90 brand names in approximately 70 countries worldwide.

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

Business Acquisitions

On March 31, 2025, we entered into a Merger Agreement to acquire LesserEvil, LLC, a privately held company that produces and sells organic popcorn and puffed snack products to retailers and distributors in the United States and Canada, which complements Hershey’s existing product portfolio. The Company expects the acquisition to close by mid-2025 pending the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

On November 8, 2024, we completed the acquisition of the Sour Strips brand from Actual Candy, LLC. Sour Strips is an emerging sour candy brand and is available in a wide range of food distribution channels in the United States.

Table of Contents			The Hershey Company | Q1 2025 Form 10-Q | Page 29

TRENDS AFFECTING OUR BUSINESS

Throughout the first three months of 2025, we experienced a dynamic macroeconomic environment, including shifts in consumer behavior and continued price volatility related to select commodities, resulting in corresponding incremental costs and gross margin pressures, and net sales and net income declines. Despite specific actions taken to mitigate these gross margin pressures, higher prices for direct materials used to manufacture our products were, and continue to be, the primary incremental cost to our business (see Consolidated Results of Operations included in this MD&A). We utilize many exchange traded commodities for our business that are subject to price volatility, specifically cocoa products, which continued to experience elevated market prices compared to historical levels (see Part I, Item 3 - Quantitative and Qualitative Disclosures about Market Risk included in this Quarterly Report on Form 10-Q).

Furthermore, certain geopolitical events, specifically changes in global trade policies including recently announced tariffs on U.S. imports and the potential for additional tariffs, have increased global economic and political uncertainty. For the three months ended March 30, 2025, the imposition of tariffs on U.S. imports and retaliatory tariffs, did not have a material impact on our results of operations, commodity prices or supply availability. However, 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, with recent leadership changes at the U.S. Department of Health and Human Services and the U.S. Food and Drug Administration (“FDA”), as well as the Make America Healthy Again movement, the food industry is subject 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, it was announced that the FDA intends to phase out the approved use of petroleum-based synthetic dyes in food products. While the Company has historically taken measures to remove certain food dyes from our products, and this did not have a material impact on our consolidated results for the three months ended March 30, 2025, the Company anticipates continued developments in food industry legislation and regulatory requirements, which may result in incremental costs to our business. The significance of the impact remains uncertain at this time, as the Company continues to monitor and evaluate the evolving legal and regulatory landscape.

As of March 30, 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 Resources 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 imposition of tariffs and retaliatory tariffs, we may 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 evolving impacts on our business, consolidated results of operations, segment results, liquidity and capital resources.

Table of Contents			The Hershey Company | Q1 2025 Form 10-Q | Page 30

CONSOLIDATED RESULTS OF OPERATIONS

																		Three Months Ended
																								March 30, 2025						March 31, 2024						Percent Change
In millions of dollars except per share amounts
Net sales																								$	2,805.4					$	3,252.7					(13.8)		%
Cost of sales																								1,861.2						1,576.6						18.0		%
Gross profit																								944.3						1,676.1						(43.7)		%
Gross margin																								33.7		%				51.5		%
Selling, marketing & administrative (“SM&A”) expenses																								558.7						618.0						(9.6)		%
SM&A expense as a percent of net sales																								19.9		%				19.0		%
Business realignment activities																								16.4						—						NM
Operating profit																								369.2						1,058.1						(65.1)		%
Operating profit margin																								13.2		%				32.5		%
Interest expense, net																								44.6						39.8						12.1		%
Other (income) expense, net																								0.9						32.0						(97.0)		%
Provision for income taxes																								99.5						188.8						(47.3)		%
Effective income tax rate																								30.7%						19.1%
Net income																								$	224.2					$	797.5					(71.9)		%
Net income per share—diluted																								$	1.10					$	3.89					(71.7)		%
NOTE: Percentage changes may not compute directly as shown due to rounding of amounts presented above.
NM = not meaningful

Results of Operations - First Quarter 2025 vs. First Quarter 2024

Net Sales

Net sales were $2,805.4 million in the first quarter of 2025 compared to $3,252.7 million in the same period of 2024, a decrease of $447.3 million, or 13.8%. The net sales decrease was driven by a volume decline of approximately 15%, primarily related to everyday core U.S. confection, as a result of accelerated shipments in the first quarter of 2024 in anticipation of our enterprise resource planning (“ERP”) system implementation, which was completed in the beginning of the second quarter of 2024, and declines in our International reportable segment. Foreign currency exchange rates resulted in an unfavorable impact of less than 1%. The net sales decrease was partially offset by a favorable price realization of approximately 2%, driven by higher list prices across our North America Confectionery segment.

Key U.S. Marketplace Metrics

For the first quarter of 2025, our total U.S. retail takeaway declined 6.7% in the expanded multi-outlet combined plus convenience store channels (Circana MULO + C-Stores), which includes candy, mint, gum, salty snacks and grocery items. Our U.S. candy, mint and gum (“CMG”) consumer takeaway declined 9.0% and experienced a CMG market share decline of 46 basis points. Declines were primarily driven by the timing of Easter, which shifted into mid-April in 2025, compared to March in 2024. Our Salty consumer takeaway increased 9.6% in the first quarter of 2025 and experienced a Salty market share increase of 37 basis points.

The CMG consumer takeaway and market share information reflects measured channels of distribution accounting for approximately 90% of our U.S. confectionery retail business. These channels of distribution primarily include food, drug, mass merchandisers, and convenience store channels, plus Wal-Mart Stores, Inc., partial dollar, club and military channels. These metrics are based on measured market scanned purchases as reported by Circana, the Company’s market insights and analytics provider, and provide a means to assess our retail takeaway and market position relative to the overall category.

Table of Contents			The Hershey Company | Q1 2025 Form 10-Q | Page 31

Cost of Sales and Gross Margin

Cost of sales were $1,861.2 million in the first quarter 2025 compared to $1,576.6 million in the same period 2024, an increase of $284.6 million, or 18.0%. The increase was driven by $618.9 million of higher costs, primarily due to unfavorable commodity costs from cocoa and $251.6 million of unfavorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases (See Part I, Item 3 - Quantitative and Qualitative Disclosures About Market Risk included in this Quarterly Report on Form 10-Q for more information). The increase was partially offset by $334.3 million, primarily related to lower sales volume and lower supply chain costs, in line with the declines in net sales noted above.

Gross margin was 33.7% in the first quarter of 2025 compared to 51.5% in the same period of 2024, a decrease of 1,790 basis points. The decrease was driven by unfavorable activity on our mark-to-market impact from commodity derivative instruments, lower sales volume, unfavorable commodity costs, and unfavorable mix. The decrease was partially offset by lower supply chain costs and favorable price realization.

SM&A Expenses

SM&A expenses were $558.7 million in the first quarter of 2025 compared to $618.0 million in the same period of 2024, a decrease of $59.3 million, or 9.6%. Total advertising and related consumer marketing expenses decreased 14.2% driven primarily by a decrease in the North America Confectionery segment, partially offset by an increase in North America Salty Snacks. SM&A expenses, excluding advertising and related consumer marketing, decreased 7.0% in the first quarter of 2025 driven by lower compensation costs across our reportable segments, as well as $4.6 million of incremental business realignment costs.

Business Realignment Activities

We periodically undertake business realignment activities designed to increase our efficiency and focus our business in support of our key growth strategies. Excluding the portion recorded within Cost of Sales and SM&A expenses (as noted above), we recorded $16.4 million business realignment costs during the first quarter of 2025. The costs in the first quarter of 2025 related to the Advancing Agility & Automation (“AAA”) Initiative, which commenced in 2024, focused on leveraging new technology to improve supply chain and manufacturing-related spend, and optimize selling, general and administrative expenses. There were no business realignments costs in the first quarter of 2024. Costs associated with business realignment activities are classified in our Consolidated Statements of Income as described in Note 9 to the Unaudited Consolidated Financial Statements.

Operating Profit and Operating Profit Margin

Operating profit was $369.2 million in the first quarter of 2025 compared to $1,058.1 million in the same period of 2024, a decrease of $688.9 million, or 65.1%. The decrease was primarily due to lower gross profit and higher business realignment costs, partially offset by lower SM&A expenses, as noted above. Operating profit margin decreased to 13.2% in 2025 from 32.5% in 2024 driven by the same factors noted above that resulted in lower gross margin for the period.

Interest Expense, Net

Net interest expense was $44.6 million in the first quarter of 2025 compared to $39.8 million in the same period of 2024, an increase of $4.8 million, or 12.1%. The increase was primarily due to higher long-term debt balances in 2025 versus 2024, driven by the February 2025 debt issuance.

Other (Income) Expense, Net

Other (income) expense, net was $0.9 million in the first quarter of 2025 versus net expense of $32.0 million in the first quarter of 2024, a decrease of $31.1 million, or 97.0%. The decrease in net expense was primarily driven by $31.4 million of lower write-downs on equity investments qualifying for tax credits in 2025 versus the first quarter of 2024, partially offset by an increase of $0.7 million of non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans.

Table of Contents			The Hershey Company | Q1 2025 Form 10-Q | Page 32

Income Taxes and Effective Tax Rate

The effective income tax rate was 30.7% for the first quarter of 2025 compared with 19.1% for the first quarter of 2024. Relative to the 21% statutory rate, the 2025 effective tax rate was primarily impacted by foreign tax differential and state taxes. Relative to the 21% statutory rate, the 2024 effective tax rate was impacted by investment tax credits partially offset by state taxes.

Net Income and Earnings Per Share-diluted

Net income was $224.2 million in the first quarter of 2025 compared to $797.5 million in the same period of 2024, a decrease of $573.3 million, or 71.9%. EPS-diluted was $1.10 in the first quarter of 2025 compared to $3.89 in the first quarter of 2024, a decrease of $2.79, or 71.7%. The decrease in both net income and EPS-diluted was driven by lower gross profit, higher business realignment costs and higher interest expense, partially offset by lower other income and expenses, lower income taxes and lower SM&A expenses. Our 2025 EPS-diluted benefited from lower weighted-average shares outstanding.

Table of Contents			The Hershey Company | Q1 2025 Form 10-Q | Page 33

SEGMENT RESULTS

The summary that follows provides a discussion of the results of operations of our three segments: North America Confectionery, North America Salty Snacks and International. For segment reporting purposes, we use “segment income” to evaluate segment performance and allocate resources. Segment income excludes unallocated general corporate administrative expenses, unallocated mark-to-market gains and losses on commodity derivatives, business realignment and impairment charges, acquisition-related costs and other unusual gains or losses that are not part of our measurement of segment performance. These items of our operating income are largely managed centrally at the corporate level and are excluded from the measure of segment income reviewed by our Chief Operating Decision Maker, Michele Buck, Chairman of the Board, President, and Chief Executive Officer, and used for resource allocation and internal management reporting and performance evaluation. Segment income and segment income margin, which are presented in the segment discussion that follows, are non-GAAP measures and do not purport to be alternatives to operating income as a measure of operating performance. We believe that these measures are useful to investors and other users of our financial information in evaluating ongoing operating profitability as well as in evaluating operating performance in relation to our competitors, as they exclude the activities that are not directly attributable to our ongoing segment operations. Refer to Note 13 Segment Information in our audited consolidated financial statements for reconciliations of net sales for our reportable segments to consolidated total net sales and of segment operating income to consolidated income before taxes.

Our segment results, including a reconciliation to our consolidated results, were as follows:

												Three Months Ended
																		March 30, 2025						March 31, 2024
In millions of dollars
Net Sales:
North America Confectionery																		$	2,300.1					$	2,707.3
North America Salty Snacks																		277.8						275.1
International																		227.5						270.3
Total																		$	2,805.4					$	3,252.7
Segment Income:
North America Confectionery																		$	696.4					$	948.2
North America Salty Snacks																		41.9						38.7
International																		28.7						42.8
Total segment income																		767.0						1,029.7
Unallocated corporate expense (1)																		160.4						172.9
Unallocated mark-to-market losses (gains) on commodity derivatives (2)																		211.5						(218.0)
Costs associated with business realignment activities																		25.9						16.7
Operating profit																		369.2						1,058.1
Interest expense, net																		44.6						39.8
Other (income) expense, net																		0.9						32.0
Income before income taxes																		$	323.7					$	986.3

(1)Includes centrally-managed (a) corporate functional costs relating to legal, treasury, finance and human resources, (b) expenses associated with the oversight and administration of our global operations, including warehousing, distribution and manufacturing, information systems and global shared services, (c) non-cash stock-based compensation expense, (d) acquisition and integration-related costs and (e) other gains or losses that are not integral to segment performance.

(2)Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative losses (gains). See Note 13 to the Unaudited Consolidated Financial Statements.

North America Confectionery

The North America Confectionery segment is responsible for our chocolate and non-chocolate confectionery market position in the United States and Canada. This includes developing and growing our business in chocolate and non-chocolate confectionery, gum and refreshment products, protein bars, spreads, snack bites and mixes, as well as pantry and food service lines. While a less significant component, this segment also includes our retail operations, including Hershey’s Chocolate World stores in Hershey, Pennsylvania; New York, New York; Las Vegas, Nevada; Niagara Falls (Ontario) and Singapore, as well as operations associated with licensing the use of certain trademarks and products to third parties around the world. North America Confectionery results, which accounted for 82.0% and 83.2% of our net sales for the three months ended March 30, 2025 and March 31, 2024, respectively, were as follows:

																		Three Months Ended
																								March 30, 2025						March 31, 2024						Percent Change
In millions of dollars
Net sales																								$	2,300.1					$	2,707.3					(15.0)		%
Segment income																								696.4						948.2						(26.6)		%
Segment margin																								30.3		%				35.0		%
NOTE: Percentage changes may not compute directly as shown due to rounding of amounts presented above.

Results of Operations - First Quarter 2025 vs. First Quarter 2024

Net sales of our North America Confectionery segment were $2,300.1 million in the first quarter of 2025 compared to $2,707.3 million in the same period of 2024, a decrease of $407.16 million, or 15.0%. The decrease was driven by volume declines of approximately 18%, primarily due to a decrease in everyday core U.S. confection as a result of accelerated shipments in the first quarter of 2024 in anticipation of our ERP system implementation, which was completed in the beginning of the second quarter of 2024. The decrease was partially offset by favorable price realization of approximately 3%, primarily due to list price increases on certain products across our portfolio.

Our North America Confectionery segment income was $696.4 million in the first quarter of 2025 compared to $948.2 million in the same period of 2024, a decrease of $251.8 million, or 26.6%. The decrease was predominantly due to lower volume and higher commodity costs, partially offset by lower supply chain costs, favorable price realization, lower advertising and related consumer marketing costs, and net savings from the execution of our AAA Initiative.

North America Salty Snacks

The North America Salty Snacks segment is responsible for our grocery and snacks market positions, including our salty snacking products. North America Salty Snacks results, which accounted for 9.9% and 8.5% of our net sales for the three months ended March 30, 2025 and March 31, 2024, respectively, were as follows:

																		Three Months Ended
																								March 30, 2025						March 31, 2024						Percent Change
In millions of dollars
Net sales																								$	277.8					$	275.1					1.0		%
Segment income																								41.9						38.7						8.1		%
Segment margin																								15.1		%				14.1		%
NOTE: Percentage changes may not compute directly as shown due to rounding of amounts presented above.

Results of Operations - First Quarter 2025 vs. First Quarter 2024

Net sales of our North America Salty Snacks segment were $277.8 million in the first quarter of 2025 compared to $275.1 million in the same period of 2024, an increase of $2.7 million, or 1.0%. The increase was due to volume increases of approximately 4%, primarily driven by Dot’s Homestyle Pretzels. The increase was partially offset by unfavorable price realization of approximately 3% across our portfolio.

Our North America Salty Snacks segment income was $41.9 million in the first quarter of 2025 compared to $38.7 million in the same period of 2024, an increase of $3.2 million, or 8.1%. The increase was predominantly due to volume increases, as noted above, lower supply chain costs, and net savings from the execution of our AAA Initiative, partially offset by unfavorable price realization and increased advertising and related consumer marketing costs.

International

The International segment includes all other countries where we currently manufacture, import, market, sell or distribute chocolate and non-chocolate confectionery and other products. We currently have operations and manufacture product in Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and also distribute and sell confectionery products in export markets of Latin America, as well as Europe, Asia, the Middle East and Africa (“MEA”) and other regions. International results, which accounted for 8.1% and 8.3% of our net sales for the three months ended March 30, 2025 and March 31, 2024, respectively, were as follows:

																		Three Months Ended
																								March 30, 2025						March 31, 2024						Percent Change
In millions of dollars
Net sales																								$	227.5					$	270.3					(15.9)		%
Segment income																								28.7						42.8						(32.9)		%
Segment margin																								12.6		%				15.8		%
NOTE: Percentage changes may not compute directly as shown due to rounding of amounts presented above.

Results of Operations - First Quarter 2025 vs. First Quarter 2024

Net sales of our International segment were $227.5 million in the first quarter of 2025 compared to $270.3 million in the same period of 2024, a decrease $42.9 million, or 15.9%. The decrease was due to volume declines of approximately 8% across the segment, as well as an unfavorable impact from foreign currency exchange rates of approximately 8%, primarily driven by Mexico, Brazil and Latin America. The decrease was partially offset by favorable price realization of approximately 1%, primarily driven by Mexico, Brazil and Latin America.

Our International segment generated income of $28.7 million in the first quarter of 2025 compared to $42.8 million in the first quarter of 2024, a decrease of $14.1 million, or 32.9%, driven primarily by volume declines, an unfavorable impact from foreign currency exchange rates, partially offset by lower supply chain costs and net savings from the execution of our AAA Initiative.

Unallocated Corporate Expense

Unallocated corporate expense includes centrally-managed (a) corporate functional costs relating to legal, treasury, finance and human resources, (b) expenses associated with the oversight and administration of our global operations, including warehousing, distribution and manufacturing, information systems and global shared services, (c) non-cash stock-based compensation expense, (d) acquisition and integration-related costs and (e) other gains or losses that are not integral to segment performance.

In the first quarter of 2025, unallocated corporate expense totaled $160.4 million, as compared to $172.9 million in the first quarter of 2024, a decrease of $12.5 million, or 7.2%. The decrease was primarily driven by lower compensation and benefits costs, decreased investments in capabilities and technology, as a result of the completion of the upgrade of our new ERP system across the enterprise in 2024 and lower acquisition and integration related costs.

LIQUIDITY AND CAPITAL RESOURCES

Historically, our primary source of liquidity has been cash generated from operations. Domestic seasonal working capital needs, which typically peak during the summer months, are generally met by utilizing cash on hand, bank borrowings or the issuance of commercial paper. Commercial paper may also be issued, from time to time, to finance ongoing business transactions, such as the repayment of long-term debt, business acquisitions and for other general corporate purposes.

At March 30, 2025, our cash and cash equivalents totaled $1.5 billion, an increase of $784.5 million compared to the 2024 year-end balance. Additional detail regarding the net uses of cash are outlined in the following discussion. Additionally, at March 30, 2025, we had outstanding short- and long-term debt totaling $5.9 billion, of which $603.6 million was classified as the current portion of long-term debt. Of the $603.6 million, $300 million of 0.900% Notes are due upon maturity on June 1, 2025 and $300 million of 3.200% Notes are due upon maturity on August 21, 2025. We believe we can satisfy these debt obligations with cash generated from our operations, issuing new debt, and/or by borrowing on our unsecured credit facility.

Approximately 55% of the balance of our cash and cash equivalents at March 30, 2025 was held by subsidiaries domiciled outside of the United States. A majority of our cash and cash equivalents balance is distributable to the United States without material tax implications, such as withholding tax. We intend to continue to reinvest the remainder of this balance outside of the United States for which there would be a material tax implication to distributing for the foreseeable future and, therefore, have not recognized additional tax expense on these earnings. We believe that our existing sources of liquidity are adequate to meet anticipated funding needs at comparable risk-based interest rates for the foreseeable future. Acquisition spending and/or share repurchases could potentially increase our debt. Operating cash flow and access to capital markets are expected to satisfy our various short- and long-term cash flow requirements, including acquisitions and capital expenditures.

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Cash Flow Summary

The following table is derived from our Consolidated Statements of Cash Flows:

						Three Months Ended
In millions of dollars						March 30, 2025						March 31, 2024
Net cash provided by (used in):
Operating activities						$	396.7					$	569.2
Investing activities						(147.0)						(227.6)
Financing activities						537.1						(221.7)
Effect of exchange rate changes on cash and cash equivalents						(2.3)						(1.4)
Net change in cash and cash equivalents						$	784.5					$	118.5

Operating activities

We generated cash of $396.7 million from operating activities in the first three months of 2025, a decrease of $172.5 million compared to $569.2 million in the same period of 2024. This decrease in net cash provided by operating activities was mainly driven by the following factors:

• Other assets and liabilities consumed cash of $369.9 million in 2025, compared to $22.3 million in 2024. This $347.6 million fluctuation was primarily driven by the timing of certain prepaid expenses and other current assets.

• Timing of income tax payments generated cash of $80.2 million in 2025, compared to $147.5 million in 2024. This $67.4 million fluctuation was primarily due to the variance in actual tax expense for 2025 relative to the timing of quarterly estimated tax payments. We paid cash of $38.9 million for income taxes during 2025 compared to $31.3 million in the same period of 2024.

• Net income adjusted for non-cash charges to operations (including depreciation, amortization, stock-based compensation, deferred income taxes, a write-down of equity investments, unrealized gains and losses on derivative contracts and other charges) resulted in $49.8 million of lower cash flow in 2025 relative to 2024.

• The decrease in cash provided by operating activities was partially offset by the following net cash inflows:

◦In the aggregate, select net working capital items, specifically, trade accounts receivable, inventory, accounts payable and accrued liabilities, generated cash of $55.4 million in 2025, compared to consumed cash of $237.7 million in 2024. This $293.0 million fluctuation was mainly driven by accounts receivable due to a decrease in sales, a decrease in accounts payable and accrued liabilities due to the timing of vendor and supplier payments, partially offset by higher inventory levels.

Investing activities

We used cash of $147.0 million for investing activities in the first three months of 2025, a decrease of $80.6 million compared to $227.6 million in the same period of 2024. This decrease in net cash used in investing activities was mainly driven by the following factors:

*•*Capital spending. Capital expenditures, including capitalized software, capacity expansion, innovation and cost savings, were $145.5 million in the first three months of 2025 compared to $213.3 million in the same period of 2024. The decrease in our 2025 capital expenditures is largely driven by the wind down of our key strategic initiatives, including completion of the upgrade of a new ERP system across the enterprise in 2024. We expect 2025 capital expenditures, including capitalized software, to approximate $425 million to $450 million, as capital spending as a percentage of sales is expected to return to historical levels. We intend to use our existing cash and internally generated funds to meet our 2025 capital requirements.

• Investments in partnerships qualifying for tax credits. We make investments in partnership entities that in turn make equity investments in projects eligible to receive federal historic and renewable energy tax credits. We received payments of approximately $3.6 million in the first three months of 2025, compared to investing $13.9 million in the same period of 2024.

*•*Other investing activities. In the first three months of 2025 and 2024, our other investing activities were minimal.

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Financing activities

We generated cash of $537.1 million for financing activities in the first three months of 2025, a increase of $758.8 million compared to cash used of $221.7 million in the same period of 2024. This increase in net cash generated in financing activities was mainly driven by the following factors:

*•*Short-term borrowings, net. In addition to utilizing cash on hand, we use short-term borrowings (commercial paper and bank borrowings) to fund seasonal working capital requirements and ongoing business needs. During the first three months of 2025, we used cash of $1.2 billion to reduce short-term commercial paper borrowings and short-term foreign bank borrowings. During the first three months of 2024, we generated cash of $569.9 million predominately through the issuance of short-term commercial paper, as well as an increase in short-term foreign bank borrowings.

• Long-term debt borrowings and repayments. During the first three months of 2025, we issued $500 million of 4.550% Notes due in February 2028, $500 million of 4.750% Notes due in February 2030, $500 million of 4.950% Notes due in February 2032 and $500 million of 5.100% Notes due in February 2035 (together, the “2025 Notes”). Proceeds from the issuance of the 2025 Notes, net of discounts and issuance costs, totaled $2.0 billion. We had minimal repayment activity. During the first three months of 2024, long-term debt borrowings and repayments were minimal.

• Dividend payments. Total dividend payments to holders of our Common Stock and Class B Common Stock were $271.6 million during the first three months of 2025, a decrease of $1.8 million compared to $273.4 million in the same period of 2024. Details regarding our 2025 cash dividends paid to stockholders are as follows:

						Quarter Ended
In millions of dollars except per share amounts						March 30, 2025
Dividends paid per share – Common stock						$	1.370
Dividends paid per share – Class B common stock						$	1.245
Total cash dividends paid						$	271.6
Declaration date						February 5, 2025
Record date						February 17, 2025
Payment date						March 14, 2025

*•*Share repurchases. We repurchase shares of Common Stock to offset the dilutive impact of treasury shares issued under our equity compensation plans. The value of these share repurchases in a given period varies based on the volume of stock options exercised and our market price. In addition, we periodically repurchase shares of Common Stock pursuant to Board-authorized programs intended to drive additional stockholder value. Details regarding our share repurchases are as follows:

						Three Months Ended
In millions						March 30, 2025						March 31, 2024
Shares repurchased in the open market under pre-approved share repurchase programs (1)						—						400.0
Shares repurchased in the open market to replace Treasury Stock issued for stock options and incentive compensation						$	—					$	94.2
Cash used for total share repurchases (excluding excise tax)						$	—					$	494.2
Total shares repurchased under pre-approved share repurchase programs						—						2.0

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(1) In May 2021, our Board of Directors approved a $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. As a result of the share repurchase authorization, approximately $470 million remains available for repurchases under our December 2023 share repurchase authorization. We are authorized to purchase our outstanding shares in open market and privately negotiated transactions. The program has no expiration date and acquired shares of Common Stock will be held as treasury shares. Purchases under approved share repurchase authorizations are in addition to our practice of buying back shares sufficient to offset those issued under incentive compensation plans.

*•*Proceeds from exercised stock options and employee tax withholding. During the first three months of 2025, we received $2.7 million from employee exercises of stock options and paid $12.6 million of employee taxes withheld from share-based awards. During the first three months of 2024, we received $4.1 million from employee exercises of stock options and paid $26.4 million of employee taxes withheld from share-based awards. Variances are driven primarily by the number of shares exercised and the share price at the date of grant.

Recent Accounting Pronouncements

Information on recently adopted and issued accounting standards is included in Note 1 to the Unaudited Consolidated Financial Statements.

Critical Accounting Estimates

For information regarding the Company’s critical accounting estimates, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Annual Report on Form 10-K. There have been no material changes to the Company’s critical accounting estimates since December 31, 2024.

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Safe Harbor Statement

We are subject to changing economic, competitive, regulatory and technological risks and uncertainties that could have a material impact on our business, financial condition or results of operations. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we note the following factors that, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions that we have discussed directly or implied in this Quarterly Report on Form 10-Q. Many of these forward-looking statements can be identified by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would,” among others.

The factors that could cause our actual results to differ materially from the results projected in our forward-looking statements include, but are not limited to the following:

• Our Company’s reputation or brand image might be impacted as a result of issues, concerns 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;

• Disruption to our manufacturing operations or supply chain could impair our ability to produce or deliver finished products, resulting in a negative impact on our operating results;

• We might not be able to hire, engage and retain the talented global human capital we need to drive our growth strategies;

• Risks associated with climate change and other environmental impacts, and increased focus and evolving views of our customers, stockholders and other stakeholders on climate change issues, could negatively affect our business and operations;

• Increases in raw material and energy costs along with the availability of adequate supplies of raw materials could continue to affect future financial results;

• Price increases may not be sufficient to offset cost increases and maintain profitability or may result in sales volume declines associated with pricing elasticity;

• Market demand for new and existing products could decline;

• Increased marketplace competition could hurt our business;

• Our financial results may be adversely impacted by the failure to successfully execute or integrate acquisitions, divestitures and joint ventures;

• Our international operations may not achieve projected growth objectives, which could adversely impact our overall business and results of operations;

• We may not fully realize the expected cost savings and/or operating efficiencies associated with our strategic initiatives or restructuring programs, which may have an adverse impact on our business;

• Changes in governmental laws, regulations and policies, including taxes and tariffs, could increase our costs and liabilities or impact demand for our products;

• Political, economic and/or financial market conditions, including impacts on our business arising from the ongoing conflict between Russia and Ukraine, could negatively impact our financial results;

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• Disruptions, failures or security breaches of our information technology infrastructure could have a negative impact on our operations;

• Complications with the design or implementation of our new enterprise resource planning system could adversely impact our business and operations; and

• Such other matters as discussed in our 2024 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, including Part II, Item 1A, ”Risk Factors.”

We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations or events or circumstances after the date this Quarterly Report on Form 10-Q is filed.

Interest Rate Risk

The total amount of short-term debt, net of cash, amounted to net cash positions of $1,371 million and net debt of $576 million, at March 30, 2025 and December 31, 2024, respectively. A hypothetical 100 basis point increase in interest rates applied to this variable-rate short-term debt as of March 30, 2025 would have changed interest expense by approximately $3.4 million for the first three months of 2025 and $7.0 million for 2024.

We consider our current risk related to market fluctuations in interest rates on our remaining debt portfolio, excluding fixed-rate debt converted to variable rates with fixed-to-floating instruments, to be minimal since this debt is largely long-term and fixed-rate in nature. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A 100 basis point increase in market interest rates would decrease the fair value of our fixed-rate long-term debt at March 30, 2025 and December 31, 2024 by approximately $307 million and $169 million, respectively. However, since we currently have no plans to repurchase our outstanding fixed-rate instruments before their maturities, the impact of market interest rate fluctuations on our long-term debt does not affect our results of operations or financial position.

Foreign Currency Exchange Rate Risk

We are exposed to currency fluctuations related to manufacturing or selling products in currencies other than the U.S. dollar. We may enter into foreign currency forward exchange contracts to reduce fluctuations in our long or short currency positions relating primarily to purchase commitments or forecasted purchases for equipment, raw materials and finished goods denominated in foreign currencies.

The fair value of foreign currency forward exchange contracts represents the difference between the contracted and current market foreign currency exchange rates at the end of the period. We estimate the fair value of foreign currency forward exchange contracts on a quarterly basis by obtaining market quotes of spot and forward rates for contracts with similar terms, adjusted where necessary for maturity differences. The potential decline in fair value of foreign currency forward exchange contracts resulting from a hypothetical near-term adverse change in market rates of 10% was $29.0 million as of March 30, 2025 and $32.3 million as of December 31, 2024, generally offset by a reduction in foreign exchange associated with our transactional activities.

Commodities—Price Risk Management and Derivative Contracts

We use futures and options contracts and other commodity derivative instruments in combination with forward purchasing of cocoa products, sugar, corn products, certain dairy products, wheat products, natural gas and diesel fuel primarily to mitigate price volatility and provide visibility to future costs within our supply chain. Significant changes impacting our commodity price risk management since our 2024 Annual Report on Form 10-K are described below.

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Cocoa Products

During the first three months of 2025, the average cocoa futures contract price was $4.30 per pound, with a trading range of $3.63 to $4.88 per pound, based on the Intercontinental Exchange futures contract. This average cocoa futures contract price represents an increase of approximately 25% compared to the 2024 annual average of $3.45 per pound.

The cocoa supply-demand state is improving primarily due to favorable weather conditions, which have enabled the supply in Ghana and Ivory Coast to improve following the unfavorable 2023 – 2024 season. Additionally, supply in the rest of the world continues to expand rapidly; however, the increase in prices have negatively impacted the demand for cocoa. The price outlook for cocoa remains uncertain due to significant liquidity and volatility events in the market, which may have an impact on our financial condition and results of operations.

Our costs for cocoa products will not necessarily reflect market price fluctuations because of our forward purchasing and hedging practices (including amount and duration thereof), premiums and discounts reflective of varying delivery times, and supply and demand for our specific varieties and grades of cocoa liquor, cocoa butter and cocoa powder. We generally hedge commodity price risks for 3- to 24-month periods. As a result, the average market prices are not necessarily indicative of our average costs.

Commodity Sensitivity Analysis

Our open commodity derivative contracts had a notional value of $274.7 million as of March 30, 2025 and $667.4 million as of December 31, 2024. At the end of the first quarter of 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 by $53.8 million, generally offset by a reduction in the cost of the underlying commodity purchases.

For additional information about our market risks, see Item 7A under Part II of our 2024 Annual Report on Form 10-K.

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Evaluation of Disclosure Controls and Procedures

We have established 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”)) designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 30, 2025.

Changes in Internal Controls Over Financial Reporting

There have been no changes to the Company’s internal control over financial reporting during the quarter ended March 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Information on legal proceedings is included in Note 15 to the Unaudited Consolidated Financial Statements.

When evaluating an investment in our Common Stock, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our 2024 Annual Report on Form 10-K (the "2024 Form 10-K") and the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

There were no purchases of our 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, during the three months ended March 30, 2025.

During the three months ended March 30, 2025, no shares of Common Stock were purchased in open market transactions in connection with our standing authorization to buy back shares sufficient to offset those issued under incentive compensation plans, which authorization does not have a dollar or share limit and is not included in our share repurchase authorizations described in the following paragraph.

In May 2021, our Board of Directors approved a $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. As a result of the share repurchase authorization, approximately $470 million remains available for repurchases under our December 2023 share repurchase authorization. We are authorized to purchase our outstanding shares in open market and privately negotiated transactions. The program has no expiration date and acquired shares of Common Stock will be held as treasury shares. Purchases under approved share repurchase authorizations are in addition to our practice of buying back shares sufficient to offset those issued under incentive compensation plans.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

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Director and Executive Officer Trading

A portion of our directors’ and officers’ compensation is in the form of equity awards and, from time to time, they may engage in open-market transactions with respect to their Company securities for diversification or other personal reasons. All such transactions in Company securities by directors and officers must comply with the Company’s Insider Trading Policy, which requires that transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended March 30, 2025, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period.

Name and Title						Date of Adoption of 10b5-1 Plan						Duration of 10b5-1 Plan**(1)**						Aggregate Number of Securities to be Sold or Purchased
Rohit Grover Senior Vice President, International						2/25/2025						12/31/2025						Sell 4,000 shares
Jennifer L. McCalman Vice President, Chief Accounting Officer						2/25/2025						8/28/2025						Sell 974 shares
James Turoff Senior Vice President, General Counsel and Secretary						2/25/2025						11/28/2025						Sell 3,900 shares

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

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The following exhibits are filed as part of this Quarterly Report on Form 10-Q:

Exhibit Number						Description
3.1						The Company’s Restated Certificate of Incorporation, as amended, is incorporated by reference from Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2005.
3.2						The Company's By-laws, as amended and restated as of March 4, 2025, are incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed March 10, 2025.
4.1						Indenture between The Hershey Company and U.S. Bank National Association, as Trustee, dated as of May 14, 2009 (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-3 of The Hershey Company (File No. 333-159246), filed on May 14, 2009).
4.2						The Company has issued certain long-term debt instruments, no one class of which creates indebtedness exceeding 10% of the total assets of the Company and its subsidiaries on a consolidated basis. These classes consist of the following: 1) 4.550% Notes due 2028 (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, dated February 24, 2025). 2) 4.750% Notes due 2030 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K, dated February 24, 2025). 3) 4.950% Notes due 2032 (incorporated by reference from Exhibit 4.3 to the Company's Current Report on Form 8-K, dated February 24, 2025). 4) 5.100% Notes due 2035 (incorporated by reference from Exhibit 4.4 to the Company's Current Report on Form 8-K, dated February 24, 2025). The Company undertakes to furnish copies of the agreements governing these debt instruments to the Securities and Exchange Commission upon its request.
10.1						Executive Employment Agreement, Amended and Restated as of January 9, 2025, by and between The Hershey Company and Michele G. Buck, is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 15, 2025.+
10.2						Form of Notice of Special Award of Restricted Stock Units (Retention Equity), is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 25, 2025.+
10.3						Form of Notice of Special Award of Restricted Stock Units (Replacement Equity).*+
31.1						Certification of Michele G. Buck, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification of Steven E. Voskuil, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification of Michele G. Buck, Chief Executive Officer, and Steven E. Voskuil, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
104						The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025, formatted in Inline XBRL and contained in Exhibit 101.
*						Filed herewith
**						Furnished herewith
+						Management contract, compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

									THE HERSHEY COMPANY
									(Registrant)
Date:			May 1, 2025						/s/ Steven E. Voskuil
									Steven E. Voskuil
									Senior Vice President, Chief Financial Officer
									(Principal Financial Officer)
Date:			May 1, 2025						/s/ Jennifer L. McCalman
									Jennifer L. McCalman
									Vice President, Chief Accounting Officer
									(Principal Accounting Officer)

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