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The Hershey Trust Company, serving as trustee for the Milton Hershey School Trust, announced the sale of about 19,900 shares of The Hershey Company (NYSE:HSY) common stock during July 23-24, 2026. These sales occurred at prices ranging from $169.40 to $175.50 per share. After these transactions, the trust retained beneficial ownership of over 1.1 million common shares plus convertible Class B shares representing more than 54.6 million shares.
Key Points
- NYSE ticker: HSY
- Hershey Trust Company sold approximately 19,900 common shares on July 23-24, 2026, at prices between $169.40 and $175.50 per share
- The trust holds direct beneficial ownership of 1,156,119 common shares and convertible Class B shares representing 54,612,012 common shares
- Sales were conducted under a Rule 10b5-1 trading plan
Mid-July 2026 Stock Sales by Hershey Trust Company
Acting as trustee for the Milton Hershey School Trust, the Hershey Trust Company disclosed a series of common stock sales of The Hershey Company over two days in late July 2026. Starting July 23, multiple transactions were executed at varying price points and continued into July 24. In total, the trust sold 19,900 shares across eight transactions, with weighted average prices ranging from approximately $169.77 to $175.25 per share.
The filings reveal that each transaction involved sales at multiple price levels. For instance, the largest sale on July 24 involved 8,022 shares at a weighted average price of $174.5222 per share, with individual shares priced between $174.02 and $174.99. This pattern indicates the sales were likely part of a systematic trading approach responding to market conditions within a pre-established Rule 10b5-1 plan.
Rule 10b5-1 Trading Plan Execution
The stock sales were carried out under a contract or written plan designed to comply with Rule 10b5-1(c) of securities law. This rule allows insiders and major shareholders to set predetermined trading arrangements that mitigate concerns about trading on material nonpublic information. Institutional investors and trustees managing large holdings often use such plans to ensure orderly, compliant liquidity.
The presence of a Rule 10b5-1 plan confirms these transactions were pre-scheduled rather than opportunistic, enhancing regulatory transparency for investors tracking significant shareholder activity. The disclosure does not indicate any material event triggering the sales beyond the terms of the trading plan.
Ownership Structure After Stock Sales
Following the stock disposals, the Hershey Trust Company maintained significant direct beneficial ownership of The Hershey Company common stock. As of July 24, 2026, the trust held 1,156,119 common shares with a $1.00 par value, reflecting a substantial stake and the trust’s historic role as a major shareholder.
Additionally, the trust holds convertible Class B common stock representing 54,612,012 shares. These Class B shares are fully convertible into common stock on a one-to-one basis at any time without extra payment and have no expiration date. This dual ownership highlights the trust’s long-term commitment to Hershey Company equity.
Milton Hershey School Trust as Ultimate Beneficiary
The Hershey Trust Company acts as trustee for the Milton Hershey School Trust, which wholly owns the trust company. This structure reflects the philanthropic mission tied to The Hershey Company’s founding and ongoing support for the Milton Hershey School through trust distributions and investment returns.
The trust’s large equity stake is a core component of the school’s endowment and financial stability. As a 10% owner with board representation, the trust plays an active governance role, maintaining a deep historical connection between the candy manufacturer and the educational institution established by Milton Hershey.
Pricing Trends and Market Context
The sales spanned a price range of about $5.85 per share, with initial sales on July 23 starting at a weighted average of $169.7651 and rising to $172.1368 by day’s end. On July 24, weighted average prices ranged from $172.6686 to $175.2455 per share.
This upward price trend during the two-day selling period suggests improving market conditions or a strategy of accelerating sales as prices increased. The filing does not comment on market or company-specific factors influencing pricing, so investors should consider broader market activity and Hershey Company news from late July 2026 for additional context.
Share Count Changes and Ownership Percentages
The trust reduced its direct common stock holdings from approximately 1,174,853 shares to 1,156,119 shares after these sales, a net decrease of 18,734 shares. The total shares sold across the eight transactions sum to about 19,900, accounting for rounding in weighted average price calculations and incremental reductions per sale.
Combined with 39,630 additional shares indirectly held by the Hershey Trust Company and 54,612,012 convertible Class B shares, the trust remains one of the largest Hershey Company shareholders. The detailed disclosure separates direct and indirect holdings, providing transparency into the trust’s full ownership position post-sale.
Regulatory Filing and Compliance Details
The Hershey Trust Company filed this disclosure on July 27, 2026, three business days after the final sale on July 24. Prepared by Deputy Chief Investment Officer Joshua D. Shannon, the filing complies with Section 16 reporting requirements under the Securities Exchange Act of 1934, reflecting the trust’s insider status.
Footnotes clarify that reported weighted average prices represent averages across multiple sales within specified price ranges. The filing commits to providing detailed transaction-level pricing to the SEC, shareholders, or The Hershey Company upon request, exemplifying transparency standards for insider and major shareholder transactions.
Convertible Class B Shares and Potential Dilution
The 54,612,012 Class B shares held by the trust can be converted into common stock on a one-for-one basis without cost or expiration, offering flexibility to increase direct common stock ownership. These convertible securities are economically equivalent to common stock but provide structural advantages within the company’s capital framework.
The filing does not indicate any immediate plans to convert Class B shares or outline future equity strategies. Investors should note that conversion of these shares could significantly boost the trust’s voting power and direct holdings, impacting corporate governance and trading dynamics.
Historical Significance of Trust’s Hershey Company Stake
The Hershey Trust Company’s enduring and substantial ownership reflects its foundational relationship with The Hershey Company and Milton Hershey’s philanthropic vision. The trust ensures that equity returns support the Milton Hershey School’s mission while maintaining a long-term investor perspective aligned with multi-generational educational goals.
Periodic disclosures like this July 2026 stock sale provide insight into the trust’s portfolio management and adjustments to its Hershey holdings. These transactions may reflect portfolio rebalancing, target allocation maintenance, or liquidity needs for school operations. The trust’s continued large common stock and convertible shareholdings demonstrate ongoing confidence in The Hershey Company as a core investment.
