Hershey Co Form 144 Analysis: Insider Selling Activity

Now I have comprehensive information to provide a thorough analysis of the implications of Hershey Co’s Form 144 filing for investors.

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The Hershey Company (NYSE: HSY) experienced notable insider selling activity on January 20, 2026, with two separate Form 144 filings submitted by company insiders [1][2]. The primary filing was submitted by

, an Officer at Hershey, who notified the SEC of his intent to sell of common stock through Fidelity Brokerage Services, with an aggregate market value of approximately [1]. The proposed sale was scheduled for on or about January 20, 2026, on the NYSE.

This filing follows a consistent pattern of monthly sales by Mr. Voskuil over the past several months, including transactions of 1,500 shares in October 2025 (gross proceeds: $281,280), November 2025 (gross proceeds: $269,340), and December 2025 (gross proceeds: $282,765) [1]. Critically, the filing indicates that a

was adopted on —a prearranged plan that allows insiders to sell shares at predetermined times, which generally helps mitigate concerns about insider trading violations [1].

The January 2026 period saw additional significant insider transactions from

, who serves as Chairman, President, and Chief Executive Officer of Hershey [2][3]. According to related Form 144 filings, CEO Buck executed several sales in December 2025 and January 2026, including:

• 22,726 shares
  sold on January 14, 2026 (market value: approximately $4.53 million)
• 1,318 shares
  sold on January 9, 2026 (market value: approximately $250,485)
• 352 shares
  sold on January 12, 2026 (market value: approximately $67,785)
• 20,156 shares
  sold on December 19, 2025 (market value: approximately $3.83 million) [2][3]

These shares were acquired through

, with the purchase price paid in cash during January 2026 [2][3]. The execution of these options and subsequent sales appears to represent the final exercise and liquidation of a long-standing equity compensation grant from nearly eight years prior.

Both filings contain a critical representation under SEC regulations: the filing insiders

[1]. This is a standard representation required under Rule 144, but it carries particular significance in the context of evaluating insider motivations. When insiders file under pre-existing 10b5-1 plans, it typically indicates that the sales are part of a predetermined financial planning strategy rather than a reaction to non-public information about company performance.

The fact that Steven Voskuil’s sales are being executed under a 10b5-1 trading plan adopted in May 2025 should be viewed favorably by investors. Research by the SEC and academic studies consistently indicate that

compared to ad hoc insider sales. These plans:

• Require a cooling-off period (typically 30-90 days) between plan adoption and first trade
• Pre-establish trade timing and quantity, removing discretion
• Are disclosed in advance, allowing market participants to factor them into valuations

The regularity of Mr. Voskuil’s monthly sales—consistently 1,500 shares—suggests programmatic selling rather than opportunistic liquidation.

CEO Michele Buck’s significant sales during January 2026 require careful interpretation. The shares sold were acquired through

[2][3]. Several factors are relevant here:

• Tax Planning
  : Stock options approaching their expiration (the 2018 grant would be approaching its 8-year anniversary) often prompt exercise decisions to capture gains before expiration, particularly when the exercise price was significantly below current market prices.
• Cash Needs
  : Option exercises require cash payment for the strike price, which in this case was likely substantially below the current stock price of approximately $198. The sales may simply be liquidity events following option exercises.
• Diversification
  : Insiders who have held unexercised options for extended periods may be executing diversification strategies, particularly given that CEO Buck’s net worth is heavily correlated with Hershey’s stock performance.

Investors should assess the scale of insider selling relative to overall share count and insider holdings:

Metric	Value
Total Shares Outstanding	148,171,608 shares
CEO Buck’s January 2026 Sales (aggregate)	~44,752 shares
Monthly Officer Sales (Voskuil)	1,500 shares
Percentage of Outstanding Shares Sold (Jan 2026)	<0.05%

The aggregate selling activity represents a

, suggesting that these transactions are unlikely to signal fundamental concerns about company prospects.

Hershey’s third-quarter 2025 results, reported on October 30, 2025, provide important context for evaluating insider sentiment [0]:

• Net Sales
  : $3.18 billion, representing a
  6.5% increase
  year-over-year
• Organic Constant Currency Sales
  : +6.2%, driven by approximately 6 points of net price realization
• Reported EPS
  : $1.36 (down 38.2% YoY)
• Adjusted EPS
  : $1.30 (down 44.4% YoY)

The decline in profitability was primarily attributed to

, which more than offset pricing actions and transformation program savings. The company raised its full-year 2025 guidance, indicating management confidence in the outlook despite near-term margin pressure.

Segment	Q3 2025 Net Sales	YoY Change	Segment Margin
North America Confectionery	$2.62B	+5.6%	21.8%
North America Salty Snacks	$321.0M	+10.0%	18.0%
International	$244.8M	+12.1%	(5.6%)

The International segment’s transition to a loss position ($13.6 million) reflects ongoing challenges in international markets, though double-digit growth in Brazil partially offset these pressures [0].

Metric	Value
Current Stock Price	$198.69
Analyst Consensus Target	$210.00 (+5.7% upside)
Target Range	$181.00 - $222.00
Rating Distribution	17.1% Buy / 71.4% Hold / 11.4% Sell

Recent analyst upgrades (Piper Sandler upgraded to Overweight on January 7, 2026; Wells Fargo upgraded to Equal Weight on January 5, 2026) suggest improving sentiment [0].

As of January 20, 2026, the technical analysis reveals:

• Price
  : $198.63, near the upper bound of the trading range ($187.64-$200.85)
• Trend
  : Sideways/no clear trend
• Overbought Indicators
  : KDJ at K:85.7, D:80.0, J:97.0 signals overbought conditions [0]
• Beta
  : 0.17 (low volatility relative to the market)

The stock’s strong performance—up 29.38% over the past year and 16.00% over six months—suggests that insider sales are occurring at historically elevated price levels.

1. Pre-existing Trading Plans
   : Both filings indicate execution of predetermined trading plans, not reactive selling
2. Regulatory Certification
   : Insiders affirm no undisclosed material adverse information
3. De Minimis Scale
   : Selling represents less than 0.05% of outstanding shares
4. Option Expiration Context
   : CEO sales relate to exercises of 2018 options approaching long holding periods
5. Company Raised Guidance
   : Management increased 2025 outlook despite commodity headwinds

1. Profitability Decline
   : Adjusted EPS down 44% YoY reflects meaningful margin pressure
2. High Debt Risk Classification
   : Financial analysis indicates elevated debt risk
3. International Segment Losses
   : International operations swung to a $13.6 million loss
4. Overbought Technical Conditions
   : KDJ and RSI indicators suggest short-term exhaustion
5. Tariff Exposure
   : The company expects tariff expenses of $160-170 million in 2025

The Form 144 filings by Hershey insiders on January 20, 2026, should be interpreted as

. The combination of pre-existing 10b5-1 trading plans, option expiration considerations, de minimis scale relative to total shares, and explicit regulatory certifications of no undisclosed adverse information collectively suggest these transactions are consistent with prudent portfolio management rather than negative insider sentiment.

However, investors should weigh these factors against the company’s meaningful profitability challenges, elevated debt risk, and current technical overbought conditions. The

to the price target suggests that while the company is viewed as reasonably valued, upside may be limited from current levels.

For existing shareholders, the insider selling activity alone does not warrant portfolio changes but should be considered alongside the company’s commodity cost exposure, international segment challenges, and the upcoming Q4 FY2025 earnings report on February 5, 2026 (EPS estimate: $1.40; Revenue estimate: $2.97 billion). Prospective investors may wish to await a more favorable technical entry point given the current overbought conditions and the resolution of near-term margin pressures.

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[0] Hershey Company Overview and SEC Filings (https://www.sec.gov/Archives/edgar/data/47111/000162828025047294/hsy-20251030.htm)

[1] Form 144 HERSHEY CO Filed by: Voskuil Steven E (https://www.streetinsider.com/SEC+Filings/Form+144+HERSHEY+CO+Filed+by%3A+Voskuil+Steven+E/25866533.html)

[2] The Hershey Company (NYSE: HSY) insider files to sell 352 shares (https://www.stocktitan.net/sec-filings/HSY/144-hershey-co-sec-filing-faa06a8e6575.html)

[3] Hershey (NYSE: HSY) insider files notice to sell 22726 shares (https://www.stocktitan.net/sec-filings/HSY/144-hershey-co-sec-filing-407f5c641709.html)