01—Abstract
Summary
Summary of the 10-Q/A filed July 3, 2025. Cited figures are marked; the original filing is the authoritative source.
The Hershey Company filed this Amendment No. 2 on Form 10-Q/A to its Quarterly Report for the fiscal quarter ended March 30, 2025.
The amendment corrects Item 5, Other Information, which covers Rule 10b5-1 trading arrangements. Amendment No. 1, filed May 20, 2025, had added Chairman, President and CEO Michele Buck's trading plan, which was adopted on February 27, 2025, but omitted a February 28, 2025 modification to that plan. The filing states that the omission resulted from an administrative error and that this amendment provides information about the plan as modified.
The amendment does not change the financial statements in the original filing, which was filed May 1, 2025, and it includes no financial statements. It does not restate or update other information in the original filing or Amendment No. 1. Its new certifications from the principal executive and financial officers are filed under Item 6, and the paragraphs of those certifications covering internal control over financial reporting are omitted.
For investors, the main disclosure is the set of insider sale plans listed in the table. Ms. Buck's plan covers 108,370 shares to be sold through October 31, 2025, after her February 28 modification increased the total by 77,160 shares from 31,210.
Three other officers also adopted plans to sell shares in 2025. The filing reports 147,990,276 Common Stock shares and 54,613,514 Class B Common Stock shares outstanding as of April 25, 2025.
02—Key points
Key Highlights
- Amendment No. 2 on Form 10-Q/A corrects Item 5 to disclose the Rule 10b5-1 trading plan of Chairman, President and CEO Michele G. Buck as modified, after Amendment No. 1 omitted the modification.
- Ms. Buck's plan was adopted February 27, 2025, and modified February 28, 2025, to increase the shares to be sold by 77,160, from 31,210 to 108,370, with a plan duration through October 31, 2025.
- Rohit Grover (SVP, International) plans to sell 4,000 shares through December 31, 2025, under a plan adopted February 25, 2025.
- Jennifer L. McCalman (VP, Chief Accounting Officer) plans to sell 974 shares through August 28, 2025, and James Turoff (SVP, General Counsel and Secretary) plans to sell 3,900 shares through November 28, 2025, both under plans adopted February 25, 2025.
- No financial statements are included in this amendment, and the financial statements in the original filing are unchanged.
- As of April 25, 2025, the company had 147,990,276 shares of Common Stock and 54,613,514 shares of Class B Common Stock outstanding.
03—Questions
Frequently Asked Questions
Why was this amendment filed?
Amendment No. 1 disclosed Ms. Buck's Rule 10b5-1 trading plan but, through administrative error, did not reflect her February 28, 2025 modification of that plan. This amendment corrects the Item 5 disclosure to describe the plan as modified.
How many shares is Michele Buck's trading plan now set to sell?
The plan covers 108,370 shares. The February 28, 2025 modification increased the number of shares to be sold by 77,160, up from 31,210. The plan runs until October 31, 2025, or until earlier completion of trades or termination events.
Did this amendment change the company's financial results?
No. The filing states that no financial statements are included in this amendment and that the company's financial statements in the original filing have not changed. The amendment does not update or restate other information in the original filing or Amendment No. 1.
What other insider trading plans were disclosed for the quarter?
Rohit Grover plans to sell 4,000 shares through December 31, 2025. Jennifer L. McCalman plans to sell 974 shares through August 28, 2025. James Turoff plans to sell 3,900 shares through November 28, 2025. All three plans were adopted February 25, 2025.
04—Continue