Hershey Trust Company Executes Major Stock Sale on Behalf of Milton Hershey School

Trust-Based Equity Transactions in Mid-July 2026

The Hershey Trust Company, which operates as trustee for the Milton Hershey School Trust, disclosed a series of common stock sales of The Hershey Company spanning two business days in late July. The transactions began on July 23, 2026, with multiple sales executed at varying price points throughout that day and continued into July 24, 2026. In total, the trust disposed of 19,900 shares across eight separate transactions, with each sale executed at weighted average prices ranging incrementally from approximately $169.77 to $175.25 per share.

The disclosure indicates that each individual transaction involved sales at multiple price levels within specified ranges. For example, the largest single transaction on July 24 involved 8,022 shares sold at a weighted average price of $174.5222 per share, with individual shares within that batch transacted at prices spanning from $174.02 to $174.99. This structure suggests the sales were executed in response to evolving market conditions or as part of a systematic trading strategy within the framework of a pre-established Rule 10b5-1 trading plan.

Rule 10b5-1 Trading Plan Arrangement

The filing indicates that the stock sales were executed pursuant to a contract, instruction, or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under securities law. This regulatory framework permits insiders and significant shareholders to establish predetermined trading arrangements that allow for the sale of securities in a manner designed to avoid concerns related to trading on the basis of material nonpublic information. Such plans are commonly used by institutional investors and trustees managing substantial shareholdings to provide orderly and systematic liquidity while maintaining regulatory compliance.

The existence of a Rule 10b5-1 plan signals that the transactions were scheduled and structured in advance, rather than executed opportunistically in response to specific market or company developments. This arrangement provides an additional layer of regulatory safeguard and transparency for investors monitoring significant shareholder activity at publicly traded companies. The disclosure does not indicate any material circumstances that triggered the sales beyond the terms of the pre-existing trading plan.

Beneficiary Ownership Structure Following Transactions

After completing the series of stock disposals, the Hershey Trust Company maintained substantial direct beneficial ownership of The Hershey Company's common stock. The filing reveals that as of the final transaction on July 24, 2026, the trust held 1,156,119 shares of common stock with a $1.00 par value. This direct holding represents a significant concentrated stake in the company and reflects the trust's long-standing role as a major shareholder in Hershey Company equity.

Beyond its direct common stock holdings, the trust maintains an even larger position through convertible Class B common stock. The disclosure indicates that the trust beneficially owns 54,612,012 shares underlying Class B securities. These Class B shares are fully convertible on a share-for-share basis into common stock at any time without any additional payment required beyond the conversion itself. The conversion mechanism carries no expiration date, meaning the trust retains the flexibility to convert these securities into common stock whenever circumstances warrant such action. This dual ownership structure demonstrates the trust's substantial long-term commitment to equity ownership in The Hershey Company.

Milton Hershey School Trust as Ultimate Beneficial Owner

The reporting person identified in the disclosure is the Hershey Trust Company acting in its capacity as trustee for the Milton Hershey School Trust. The filing explains that the Hershey Trust Company itself is wholly owned by the Milton Hershey School Trust, creating a clear organizational hierarchy. This structure reflects the philanthropic legacy and educational mission associated with The Hershey Company's founding and its ongoing relationship with Milton Hershey School, which continues to receive significant financial support through trust distributions and investment returns.

The trust's substantial shareholding in The Hershey Company represents a fundamental aspect of the school's endowment and financial sustainability. The size and nature of the trust's equity position underscore the deep historical connection between the candy manufacturer and the educational institution established by founder Milton Hershey. As a director-level stakeholder, the trust participates in governance oversight of the company through representation on The Hershey Company's board of directors, and the organization is identified as a 10% owner in the disclosure documentation.

Transaction Pricing and Market Conditions

The sales executed by the Hershey Trust Company occurred across a price range that spanned approximately $5.85 per share from the lowest to highest transaction. The earliest sales on July 23, 2026 occurred at lower price points, with weighted average prices beginning at $169.7651 per share and progressing upward through the day to $172.1368 per share by the final transaction that day. The continuation of sales into July 24 saw prices rise further, with the weighted average prices for those transactions ranging from $172.6686 to $175.2455 per share.

This progression of higher prices as the selling activity continued over the two-day period suggests either improving market conditions for Hershey Company stock during this interval or a selling strategy that accelerated sales as prices rose. The filing does not provide specific commentary on market conditions or company-specific developments that may have influenced the pricing dynamics during these transactions. Investors analyzing the disclosure may wish to examine broader market activity and Hershey Company news flow during late July 2026 to contextualize the trading activity and price movements.

Cumulative Share Counts and Ownership Percentages

The disclosure documents the precise share count reductions resulting from each of the eight separate transactions executed across the two-day period. The trust began with approximately 1,174,853 shares and concluded with 1,156,119 shares following all dispositions, representing a net reduction of 18,734 shares through the documented transactions. However, the total shares listed as sold across the eight transactions sum to approximately 19,900 shares, which accounts for rounding in the weighted average price calculations and the incremental reductions after each individual sale.

The remaining direct shareholding of 1,156,119 common shares, combined with the trust's indirect beneficial ownership of 39,630 additional shares held by Hershey Trust Company and the 54,612,012 shares underlying convertible Class B securities, establishes the trust as one of the most substantial shareholders in The Hershey Company. The disclosure structure, with separate line items for direct holdings and indirect beneficial ownership, provides investors with clear visibility into the complete ownership position maintained by this significant institutional stakeholder following the stock sale activity.

Regulatory Compliance and Disclosure Filing Details

The Hershey Trust Company filed this disclosure on July 27, 2026, three business days after the completion of the final stock sale transaction on July 24, 2026. The filing was completed by Joshua D. Shannon, identified as Deputy Chief Investment Officer, and reflects the standard regulatory requirements for reporting changes in beneficial ownership by company insiders and significant shareholders. The disclosure confirms that the reporting person remains subject to Section 16 reporting obligations under the Securities Exchange Act of 1934, indicating the ongoing insider status of the trust within the company's regulatory and governance framework.

The form documentation includes multiple footnotes providing additional context regarding the weighted average prices reported for each transaction batch. These explanatory notes clarify that each reported price represents an average across multiple individual sales executed within a specified price range, and the filing undertakes to provide detailed transaction-level pricing information to the Securities and Exchange Commission, security holders, or The Hershey Company upon request. This level of detail exemplifies the transparency requirements governing insider transactions and significant shareholder activity in publicly traded securities.

Convertible Securities and Potential Share Dilution

The Class B common stock holdings disclosed in the filing represent a potential source of future share expansion should the trust elect to convert these securities into common stock. With 54,612,012 Class B shares capable of conversion on a one-to-one basis into common stock, the trust maintains embedded flexibility to significantly increase its direct common stock position without acquiring additional shares through market purchases. The convertible securities carry no exercise price, no expiration date, and no conditions other than the act of conversion itself, making them economically equivalent to common stock while offering certain technical or structural advantages under the company's capital structure.

The nature and extent of these convertible holdings underscore the historical and structural significance of the trust's relationship with The Hershey Company. The filing does not indicate any imminent plans to convert Class B shares into common stock, nor does it provide guidance regarding the trust's future equity management strategy. Investors monitoring the trust's ownership position should understand that conversion of even a portion of the Class B holdings could materially increase the trust's voting power and direct shareholding in The Hershey Company, with potential implications for corporate governance and stock trading activity.

Historical Context of Trust Shareholding in Hershey Company

The Hershey Trust Company's substantial and enduring shareholding in The Hershey Company reflects a relationship extending back to the company's founding and the philanthropic vision of Milton Hershey. The trust structure ensures that equity returns and corporate dividends support the Milton Hershey School's operations and mission while maintaining a consistent long-term investor perspective aligned with the school's multi-generational educational objectives. The trust's board representation and significant ownership stake position it as a steward of the company's long-term interests rather than a passive financial investor focused on short-term returns.

The periodic disclosure of equity transactions by the trust, such as this July 2026 stock sale activity, provides investors with visibility into the trust's portfolio management activities and decision-making regarding its Hershey Company holdings. While the trust maintains its substantial ownership position following this transaction, such periodic adjustments to shareholdings may reflect considerations such as rebalancing the endowment portfolio, maintaining target allocation percentages, or addressing liquidity needs for school operations. The continuation of substantial common stock and convertible shareholding after these sales underscores the trust's ongoing confidence in The Hershey Company as a core holding within its investment portfolio.