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EQUITY AND NONCONTROLLING INTEREST | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
EQUITY AND NONCONTROLLING INTEREST | EQUITY AND TREASURY STOCK ACTIVITY We had 1,055,000,000 authorized shares of capital stock as of December 31, 2024. Of this total, 900,000,000 shares were designated as Common Stock, 150,000,000 shares were designated as Class B Common Stock (“Class B Stock”) and 5,000,000 shares were designated as Preferred Stock. Each class has a par value of one dollar per share. Holders of the Common Stock and the Class B Stock generally vote together without regard to class on matters submitted to stockholders, including the election of directors. The holders of Common Stock have 1 vote per share and the holders of Class B Common Stock have 10 votes per share. However, the Common Stock holders, voting separately as a class, are entitled to elect one-sixth of the Board. With respect to dividend rights, the Common Stock holders are entitled to cash dividends 10% higher than those declared and paid on the Class B Common Stock. Class B Stock can be converted into Common Stock on a share-for-share basis at any time. During 2024, no shares of Class B Stock were converted into Common Stock. During 2023 and 2022, 3,500,000 shares and 2,500,000 shares, respectively, of Class B Stock were converted to Common Stock by Hershey Trust Company, as trustee for the Milton Hershey School Trust (the “School Trust”). Changes in the outstanding shares of Common Stock for the past three years were as follows:
For the years ended December 31, |  | 2024 |  | 2023 |  | 2022
Shares issued |  | 221,553,025 |  |  | 221,553,025 |  |  | 221,553,025 |
Treasury shares at beginning of year |  | (17,160,099) |  |  | (16,588,308) |  |  | (15,444,011) |
Stock repurchases: |  |  |  |  |  |
Shares repurchased in the open market under pre-approved share repurchase programs |  | (2,022,064) |  |  | — |  |  | — |
Milton Hershey School Trust repurchase |  | — |  |  | (1,000,000) |  |  | (1,000,000) |
Shares repurchased in the open market to replace Treasury Stock issued for stock options and incentive compensation |  | (483,033) |  |  | (127,609) |  |  | (824,701) |
Stock issuances: |  |  |  |  |  |
Shares issued for stock options and incentive compensation |  | 495,240 |  |  | 555,818 |  |  | 680,404 |
Treasury shares at end of year |  | (19,169,956) |  |  | (17,160,099) |  |  | (16,588,308) |
Net shares outstanding at end of year |  | 202,383,069 |  |  | 204,392,926 |  |  | 204,964,717 |
On August 16, 2022, the IRA was signed into law, which enacted a 1% excise tax on share repurchases beginning after December 31, 2022. As of December 31, 2024 and December 31, 2023, Hershey’s excise tax associated with net share repurchases was $4.7 million and $2.4 million, respectively. A corresponding liability for the December 31, 2024 excise tax associated with net share repurchases is classified on our Consolidated Balance Sheets within accrued liabilities. In July 2018, our Board of Directors approved a $500 million share repurchase authorization to repurchase shares of our Common Stock. As a result of the February 2023 Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, the July 2018 share repurchase authorization was completed. In May 2021, our Board of Directors approved an additional $500 million share repurchase authorization, which was completed as of March 31, 2024. In December 2023, our Board of Directors approved an additional $500 million share repurchase authorization. This program commenced after the existing May 2021 authorization was completed and is to be utilized at management’s discretion. Approximately $470 million remains available for repurchases under our December 2023 share repurchase authorization. We are authorized to purchase our outstanding shares in open market and privately negotiated transactions. The program has no expiration date and acquired shares of Common Stock will be held as treasury shares. Purchases under approved share repurchase authorizations are in addition to our practice of buying back shares sufficient to offset those issued under incentive compensation plans. Purchases under approved share repurchase authorizations are in addition to our practice of buying back shares sufficient to offset those issued under incentive compensation plans. Hershey Trust Company Hershey Trust Company, as trustee for the School Trust and as direct owner of investment shares, held 2,105,749 shares of our Common Stock as of December 31, 2024. As trustee for the School Trust, Hershey Trust Company held 54,612,012 shares of the Class B Common Stock as of December 31, 2024, and was entitled to cast approximately 79% of all of the votes entitled to be cast on matters requiring the vote of both classes of our common stock voting together. Hershey Trust Company, as trustee for the School Trust, or any successor trustee, or Milton Hershey School, as appropriate, must approve any issuance of shares of Common Stock or other action that would result in it not continuing to have voting control of our Company. Stock Purchase Agreements In February 2023, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company purchased 1,000,000 shares of the Company’s Common Stock from the School Trust at a price equal to $239.91 per share, for a total purchase price of $239,910. As a result of this repurchase, our July 2018 share repurchase authorization program was completed in February 2023. In February 2022, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company purchased 1,000,000 shares of the Company’s Common Stock from the School Trust at a price equal to $203.35 per share, for a total purchase price of $203,350.

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