Hanesbrands Inc SEC Filings

Hanesbrands, Inc. filed a Form S-8 to register an additional 16,210,000 shares of common stock for issuance under its 2020 Omnibus Incentive Plan. The filing incorporates prior registration statements and multiple SEC reports by reference, including its 10-K for the fiscal year ended December 28, 2024 and subsequent 10-Qs and 8-Ks through August 13, 2025. The document lists corporate governance and charter exhibits, legal opinions and consents, and describes Maryland law provisions permitting indemnification and advancement of expenses for directors, officers and agents. The filing is signed by the CEO and other officers and directors on August 15, 2025.

Fuller & Thaler Asset Management, Inc. filed a Schedule 13G disclosing beneficial ownership of 17,832,513.65 shares of Hanesbrands Inc. common stock, representing 5.04% of the class. The filing shows sole voting power over 17,567,813.65 shares and sole dispositive power over 17,832,513.65 shares. The filer states these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Hanesbrands. The filing identifies Fuller & Thaler as an investment adviser organized in California and provides the filer’s address and signature by the Chief Compliance Officer on 08/14/2025.

HanesBrands and Gildan have entered into a definitive merger agreement under which Gildan will acquire HanesBrands through a series of mergers and a conversion that will make HanesBrands a subsidiary of a Gildan-owned holdco. HanesBrands stockholders will receive merger consideration consisting of 0.102 Gildan shares plus $0.80 in cash per HanesBrands share, subject to tax withholding and a proportional adjustment if Gildan-issued shares would exceed 24.99% of Gildan's outstanding common shares. Company equity awards will be converted into Gildan-denominated awards using an Equity Award Exchange Ratio (0.102 plus a quotient of $0.80 divided by a 20-day VWAP-based factor, rounded to two decimals); performance stock units will no longer remain performance-conditioned and converted RSUs will be settled with Parent shares purchased on the open market.

The transaction is subject to customary closing conditions including HanesBrands stockholder approval, effectiveness of a Form F-4 registration statement, NYSE and Toronto listing approvals, expiration/termination of applicable antitrust waiting periods, absence of legal prohibitions or material adverse effect and other customary accuracy and covenant conditions. Gildan has a commitment letter for bridge and term loan facilities to finance the transaction, though the agreement is not conditioned on financing availability. Upon closing, HanesBrands common stock will be delisted from the NYSE and deregistered.

The agreement includes customary covenants and "no-shop" restrictions with a limited superior-proposal process, a $67.5 million termination fee in specified circumstances, and a CEO transition arrangement that keeps the CEO in place through closing and for up to three months thereafter with specified compensation treatment and expected change-in-control severance and full vesting upon termination.

HanesBrands Inc. and Gildan Activewear Inc. entered into a definitive agreement under which Gildan will acquire all outstanding HanesBrands common shares in exchange for 0.102 Gildan common shares plus $0.80 in cash per HanesBrands share. Gildan will file a Form F-4 that will include a proxy statement/prospectus to be sent to HanesBrands shareholders and the joint press release is attached as Exhibit 99.1.

The filing discloses Gildan's forward-looking expectations including anticipated run-rate synergies, planned financing (including a referenced debt commitment letter) and an expectation to obtain investment grade credit ratings. The transaction remains subject to customary regulatory, shareholder and stock exchange approvals and the companies identify numerous risks such as financing contingencies, integration challenges, potential undisclosed liabilities, supply and customer concentration risks, and macroeconomic and regulatory exposures. Shareholders are urged to read the proxy statement/prospectus when filed.

Loews Corporation reports beneficial ownership of 31,900,000 shares of Hanesbrands Inc. common stock, equal to 9.0% of 353,731,138 shares outstanding. The reporting person states it has sole voting and dispositive power over these shares.

Between February 14, 2025 and August 12, 2025, Loews used $49,304,124 of cash to acquire 10,265,000 additional shares; it previously reported ownership of 21,635,000 shares (about 6.1%). The filing says the shares were acquired for investment purposes, reserves the right to communicate with the issuer's board, officers or shareholders and to consider strategic transactions, and discloses no contracts or arrangements regarding its holdings.