01—Abstract
Summary
Summary of the 10-Q/A filed May 20, 2025. Cited figures are marked; the original filing is the authoritative source.
The Hershey Company filed this Amendment No. 1 on Form 10-Q/A to its Form 10-Q for the fiscal quarter ended March 30, 2025, which was originally filed on May 1, 2025.
The amendment's sole substantive purpose is to add a Rule 10b5-1 trading arrangement entered into by Michele G. Buck, Chairman, President and Chief Executive Officer, during the quarter, which the company says was inadvertently omitted from Item 5 of the original filing. The amendment contains no financial statements, and the company states that it does not amend or restate other information in the original filing.
The filing states that no changes were made to the financial statements in the original filing. The amendment also discloses Rule 10b5-1 plans adopted during the quarter by three other officers: Rohit Grover, Senior Vice President, International (sale of 4,000 shares, plan duration through 12/31/2025); Jennifer L. McCalman, Vice President, Chief Accounting Officer (sale of 974 shares, through 8/28/2025); and James Turoff, Senior Vice President, General Counsel and Secretary (sale of 3,900 shares, through 11/28/2025).
Ms. Buck's plan, adopted February 27, 2025, covers the sale of 31,210 shares and runs through October 31, 2025. The filing states that no other Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were entered into or terminated by directors or officers during the period. The cover page reports 147,990,276 shares of Common Stock and 54,613,514 shares of Class B Common Stock outstanding as of April 25, 2025.
The amendment also includes new Section 302 certifications from the Chief Executive Officer, Michele G. Buck, and the Chief Financial Officer, Steven E. Voskuil, with certain paragraphs omitted as permitted by the filing's stated rules.
02—Key points
Key Highlights
- Form 10-Q/A amending the Form 10-Q for the quarter ended March 30, 2025, originally filed May 1, 2025
- Amendment adds a Rule 10b5-1 trading arrangement by Chairman, President and CEO Michele G. Buck, adopted February 27, 2025, for the sale of 31,210 shares, with a plan duration through October 31, 2025
- Other officers adopted Rule 10b5-1 plans to sell shares: Rohit Grover (4,000), Jennifer L. McCalman (974), and James Turoff (3,900)
- The filing states that the Buck arrangement was inadvertently omitted from the original Item 5 disclosure
- No financial statements are included, and the company states no changes were made to the financial statements in the original filing
- Cover page reports 147,990,276 shares of Common Stock and 54,613,514 shares of Class B Common Stock outstanding as of April 25, 2025
- New Section 302 certifications are filed by the CEO and CFO (Steven E. Voskuil), with certain paragraphs omitted as permitted
03—One dollar
Follow one dollar
Of each $1.00 of revenue in Q1 FY2025, Hershey kept $0.08.
- Revenue$2.81B100.0%
- Cost of revenue−$1.86B66.3%
- Gross profit$944.3M33.7%
- Operating costs−$575.0M20.5%
- Operating income$369.2M13.2%
- Interest, other & tax−$145.0M5.2%
- Net income$224.2M8.0%
04—Financials
Financial Highlights
Figures from 10-Q/AQ1 FY2025filed May 20, 2025Financial Statements
Q1 FY2025 against Q1 FY2024
| Line item | Q1 FY2025Q1 FY2024 | Change |
|---|---|---|
| Revenue | $2.81B$3.25B | −13.8% |
| Cost of Revenue | $1.86B$1.58B | +18.0% |
| Gross Profit | $944.27M$1.68B | −43.7% |
| SG&A Expenses | $558.67M$617.98M | −9.6% |
| Operating Income | $369.22M$1.06B | −65.1% |
| Interest Expense | $54.92M$46.04M | +19.3% |
| Net Income | $224.20M$797.45M | −71.9% |
05—Questions
Frequently Asked Questions
Why was this amendment filed?
The filing states that it was filed to add a Rule 10b5-1 trading arrangement entered into by CEO Michele G. Buck during the quarter ended March 30, 2025, which had been inadvertently omitted from Item 5 of the original Form 10-Q filed May 1, 2025.
How many shares are covered by the CEO's Rule 10b5-1 plan?
The plan, adopted February 27, 2025, covers the sale of 31,210 shares and has a duration until October 31, 2025, or earlier upon completion of all trades or other specified termination events.
Which other officers adopted trading plans during the quarter?
The filing discloses Rule 10b5-1 plans for Rohit Grover (sale of 4,000 shares, through December 31, 2025), Jennifer L. McCalman (sale of 974 shares, through August 28, 2025), and James Turoff (sale of 3,900 shares, through November 28, 2025).
Does this amendment change the company's financial results?
No. The filing states that the amendment contains no financial statements, that no changes were made to the financial statements in the original filing, and that it does not amend or restate other information in the original filing.
How many shares of the company were outstanding?
As of April 25, 2025, the cover page reports 147,990,276 shares of Common Stock and 54,613,514 shares of Class B Common Stock outstanding.
06—Continue