Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
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, thereunto duly authorized.
Exhibit 99.1
Dated as of August 13, 2026
GILDAN ACTIVEWEAR INC.
as Corporation
HBI BRANDED APPAREL ENTERPRISES, LLC; HANES
JIBOA HOLDINGS LLC;
and HANESBRANDS EL SALVADOR, LTDA DE CV
as New Guarantors
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
THIRD SUPPLEMENTAL INDENTURE
to the
INDENTURE
Dated as of October 7, 2025
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third
Supplemental Indenture”) dated as of August 13, 2026, among Gildan Activewear Inc., a corporation incorporated under the Canada
Business Corporations Act and having its head office in the City of Montréal, in the Province of Quebec (the “Corporation”),
HBI Branded Apparel Enterprises, LLC, a Delaware limited liability company, Hanes Jiboa Holdings LLC, a Delaware limited liability company,
and Hanesbrands El Salvador, Ltda. de C.V., a company organized under the laws of El Salvador (collectively, the “New Guarantors”),
and U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United
States of America, as trustee (the “Trustee”).
RECITALS OF THE CORPORATION
WHEREAS, the Corporation, the existing Guarantors
(as defined in the Indenture referred to below) party thereto and the Trustee have heretofore executed and delivered an Indenture, dated
as of October 7, 2025 (as supplemented by the First Supplemental Indenture, dated as of October 7, 2025 (the “First Supplemental
Indenture”) and the Second Supplemental Indenture, dated as of December 1, 2025 (the “Second Supplemental Indenture”),
the “Indenture”), providing for the issuance of an aggregate principal amount of $600 million of 4.700% Notes due 2030
and an aggregate principal amount of $600 million of 5.400% Notes due 2035 (collectively, the “Notes”);
WHEREAS, Section 5.6 of the First Supplemental
Indenture requires that each New Guarantor execute and deliver to the Trustee a supplemental indenture pursuant to which such New Guarantor
shall unconditionally Guarantee, on a senior basis, all of the obligations of the Corporation under the Notes and the Indenture in accordance
with Article 5 of the First Supplemental Indenture with the same effect and to the same extent as if such New Guarantor had
been named in the Indenture as a Guarantor (the “Guarantee”);
WHEREAS, pursuant to Section 8.01 of
the Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture; and
WHEREAS, all things have been done to make
this Third Supplemental Indenture a legal, valid and binding agreement.
NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for
the equal and ratable benefit of the Holders as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. As used in this
Third Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined.
The words “herein,” “hereof” and “hereby” and other words of similar import used in this Third Supplemental
Indenture refer to this Third Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
AGREEMENT TO BE BOUND; GUARANTEE
SECTION 2.1 Agreement to be Bound. Each of
the New Guarantors hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all
of the obligations and agreements of a Guarantor under the Indenture. Each of the New Guarantors agrees to be bound by all of the provisions
of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.
SECTION 2.2 Guarantee. Each of the New Guarantors
agrees, on a joint and several basis with all the existing Guarantors, to fully and unconditionally Guarantee, on a senior basis, the
Notes and the applicable obligations of the Corporation under the Indenture pursuant to Article 5 of the First Supplemental
Indenture, with the same effect and to the same extent as if such New Guarantor had been named in the Indenture as a Guarantor.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Notices. All notices and other
communications to the New Guarantors shall be given as provided in the Indenture to the New Guarantors, at the address set forth below:
c/o Gildan Activewear Inc.
600 de Maisonneuve West, 33rd floor
Montréal, Québec H3A 3J2
Canada
Attention: Executive Vice President, Chief Legal & Administrative Officer
SECTION 3.2 Governing Law. The laws of the
State of New York shall govern this Third Supplemental Indenture.
SECTION 3.3 Separability. In case any provision
in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.
SECTION 3.4 Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
The Trustee makes no representation or warranty as to the validity or sufficiency of this Third Supplemental Indenture or with respect
to the recitals contained herein, all of which recitals are made solely by the other parties hereto.
SECTION 3.5 Counterparts. The parties hereto
may sign one or more copies of this Third Supplemental Indenture in counterparts, all of which together shall constitute one and the same
agreement.
SECTION 3.6 Headings. The headings of the
Articles and the sections in this Third Supplemental Indenture are for convenience of reference only and shall not be deemed to alter
or affect the meaning or interpretation of any provisions hereof.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused
this Third Supplemental Indenture to be duly executed as of the date first above written.
| |
GILDAN ACTIVEWEAR INC. |
| |
|
| |
By: |
/s/ Suzanne Adams |
| |
|
Name: |
Suzanne Adams |
| |
|
Title: |
Head of Global Treasury and Risk Management |
| |
HBI BRANDED APPAREL ENTERPRISES, LLC |
| |
|
| |
By: |
/s/ Carlyle Cromer |
| |
|
Name: |
Carlyle Cromer |
| |
|
Title: |
President and Assistant Secretary |
| |
HANES JIBOA HOLDINGS LLC |
| |
|
| |
By: |
/s/ Carlyle Cromer |
| |
|
Name: |
Carlyle Cromer |
| |
|
Title: |
President and Assistant Secretary |
[Signature Page to Gildan U.S. 144A Reg S Notes
- Third Supplemental Indenture]
| |
HANESBRANDS EL SALVADOR, LTDA. DE C.V. |
| |
|
| |
By: |
/s/ Carlos Ernesto Lemus Daglio |
| |
|
Name: |
Carlos Ernesto Lemus Daglio |
| |
|
Title: |
Financial Manager or Gerente Financiero and Legal Representative |
[Signature Page to Gildan U.S. 144A Reg S Notes
- Third Supplemental Indenture]
| |
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee |
| |
|
| |
By: |
/s/ Gregory Guim |
| |
|
Name: |
Gregory Guim |
| |
|
Title: |
Vice President |
[Signature Page to Gildan U.S. 144A Reg S Notes
- Third Supplemental Indenture]
