The Hershey Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$HSY
Specialty Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
THE HERSHEY CO MPANY
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(717 ) 534-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging Growth Company | ||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||
| Item 1.01. | Entry Into a Material Definitive Agreement. | |||||||
On October 21, 2025, The Hershey Company (the “Company”) entered into a new Five Year Credit Agreement (the “Credit Agreement”), dated as of October 21, 2025, with the banks, financial institutions and other institutional lenders listed on the signature pages thereof and the other lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-syndication agents, Royal Bank of Canada and U.S. Bank National Association, as co-documentation agents, and BofA Securities, Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., RBC Capital Markets and U.S. Bank National Association, as joint lead arrangers and joint book managers. The Credit Agreement establishes an unsecured revolving credit facility under which the Company may borrow up to $1.875 billion with the option to increase the aggregate amount of the commitments by up to $1.0 billion with the consent of the Lenders. Funds borrowed may be used for general corporate and other purposes as specified in the Credit Agreement. Advances may be repaid without penalty at any time prior to the last day of the Credit Agreement.
The Credit Agreement contains a financial covenant whereby the ratio of (a) pre-tax income from continuing operations for the most recent four fiscal quarters to (b) consolidated interest expense for the most recent four fiscal quarters may not be less than 2.0 to 1.0 as of the end of each fiscal quarter. The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. Payment of outstanding advances, all interest thereon and all other amounts payable under the Credit Agreement may be accelerated and the obligation of each Lender to make advances under the Credit Agreement may be terminated, in each case at the option of the Lenders holding a majority of the commitments, should the Company default in its obligations under the Credit Agreement. The Company may extend the termination date of the Credit Agreement for up to two additional one-year periods upon notice given by the Company to the administrative agent.
Also on October 21, 2025, the Company terminated the existing Five Year Credit Agreement, dated as of April 26, 2023, among the Company, the banks, financial institutions and other institutional lenders listed on the signature pages thereof and the other lenders from time to time party thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, Royal Bank of Canada, as documentation agent, and BofA Securities, Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., RBC Capital Markets and U.S. Bank National Association, as joint lead arrangers and joint book managers (the “Prior Facility”). The Prior Facility provided for an unsecured revolving credit facility under which the Company could borrow up to $1.35 billion with the option to increase the aggregate amount of the commitments by up to $500 million with the consent of the lenders.
The foregoing is not a complete description of either the Credit Agreement or the Prior Facility and is subject to, and qualified in its entirety by, the full text of each of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8‑K and is incorporated herein by reference, and the Prior Facility, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 26, 2023 and is incorporated herein by reference.
In the ordinary course of their respective businesses, Bank of America, N.A., JPMorgan Chase Bank, N.A., Citibank, N.A., Royal Bank of Canada and U.S. Bank National Association, and each of their respective affiliates, have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with the Company and its affiliates for which they have in the past received, and may in the future receive, customary fees.
| Item 1.02. | Termination of a Material Definitive Agreement. | |||||||
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | |||||||
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | |||||||||||||
| (d) | Exhibits. | |||||||||||||
| Exhibit Number | Description | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE HERSHEY COMPANY | ||||||||||||||
| Date: October 21, 2025 | By: | /s/ James Turoff | ||||||||||||
| James Turoff Senior Vice President, General Counsel and Secretary | ||||||||||||||