[8-K] Hanesbrands Inc. Reports Material Event

Rhea-AI Filing Summary

Hanesbrands Inc. reported the results of a special stockholder meeting where investors voted on its pending merger with Gildan Activewear Inc. and related restructuring steps. As of the September 30, 2025 record date, 353,802,157 shares of common stock were outstanding, and 259,356,571 shares, or about 73.3% of eligible shares, were present or represented by proxy.

Stockholders approved the merger of Helios Merger Sub, Inc. into Hanesbrands, the conversion of Hanesbrands into a Maryland limited liability company, and two related mergers involving Helios Holdco, Inc. and Galaxy Merger Subs (together, the “Transactions”) under the August 13, 2025 Merger Agreement. The Merger Proposal received 243,902,443 votes for, 15,125,793 against, and 328,335 abstentions.

Stockholders also approved, on a non-binding advisory basis, compensation that may be paid to named executive officers in connection with the Transactions, with 237,264,812 votes for, 21,208,003 against, and 883,756 abstentions. The adjournment proposal was not needed. The Hart-Scott-Rodino Act waiting period expired on November 20, 2025, and closing now depends on remaining regulatory consents and other Merger Agreement conditions.

Insights

M&A and corporate actions analyst

Hanesbrands shareholders cleared key merger votes; closing still awaits remaining approvals.

The special meeting results show strong support for combining Hanesbrands with Gildan Activewear under the August 13, 2025 Merger Agreement. The Merger Proposal drew 243,902,443 votes in favor versus 15,125,793 against, a wide margin among the 259,356,571 shares present or represented by proxy. This approval covers multiple steps: merging Helios Merger Sub into Hanesbrands, converting Hanesbrands into a Maryland LLC, and completing two related Gildan-side mergers.

Shareholders also backed, on a non-binding basis, the potential compensation tied to the Transactions for named executive officers, with 237,264,812 votes for and 21,208,003 against. While advisory, this reduces execution risk around governance or pay-related opposition. Separately, the expiration of the Hart-Scott-Rodino Act waiting period on November 20, 2025 removes a key U.S. antitrust hurdle.

The Transactions are not yet complete; they still depend on additional regulatory consents and other closing conditions set out in the Merger Agreement. Future company disclosures will need to confirm when those final conditions are satisfied and the mergers become effective.

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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): November 25, 2025

HANESBRANDS INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland		001-32891		20-3552316
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

101 North Cherry Street Winston-Salem, North Carolina		27101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (336) 519-8080

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01		HBI		New York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders

On November 25, 2025, Hanesbrands Inc., a Maryland corporation (“Hanesbrands”), held a special meeting of stockholders (the “Special Meeting”).

As of the close of business on September 30, 2025, the record date for the Special Meeting, there were 353,802,157 shares of Hanesbrands common stock outstanding and entitled to vote at the Special Meeting. A total of 259,356,571 shares, or approximately 73.3%, of all outstanding shares of Hanesbrands common stock eligible to be voted at the Special Meeting, were present or represented by proxy at the Special Meeting.

The following are the voting results of the proposals considered and voted upon by the Hanesbrands stockholders at the Special Meeting, which proposals are further described in the definitive proxy statement/prospectus filed by Hanesbrands with the U.S. Securities and Exchange Commission on October 23, 2025 (the “Definitive Proxy Statement/Prospectus”):

Proposal 1: The Merger Proposal

Hanesbrands stockholders approved the merger of Helios Merger Sub, Inc. with and into Hanesbrands (the “Hanesbrands Merger”), the conversion of Hanesbrands into a Maryland limited liability company (the “LLC Conversion”), the merger of Galaxy Merger Sub 1, Inc. with and into Helios Holdco, Inc. (the “First Gildan Merger”), and the merger of Helios Holdco, Inc. with and into Galaxy Merger Sub 2, Inc. (the “Second Gildan Merger” and, together with the Hanesbrands Merger, the LLC Conversion and the First Gildan Merger, the “Transactions”), pursuant to the terms of the Agreement and Plan of Merger, dated as of August 13, 2025 (the “Merger Agreement”), by and among Gildan Activewear Inc., a corporation incorporated under the Canada Business Corporations Act (“Gildan”), Galaxy Merger Sub 2, Inc., a Maryland corporation and direct wholly owned subsidiary of Gildan, Galaxy Merger Sub 1, Inc., a Maryland corporation and direct wholly owned subsidiary of Galaxy Merger Sub 2, Inc., Hanesbrands, Helios Holdco, Inc., a Maryland corporation and direct wholly owned subsidiary of Hanesbrands, and Helios Merger Sub, Inc., a Maryland corporation and direct wholly owned subsidiary of Helios Holdco, Inc. (such proposal, the “Merger Proposal”).

For		Against		Abstain		Broker Non-Votes
243,902,443		15,125,793		328,335		—

Proposal 2: The Non-binding Compensation Proposal

Hanesbrands stockholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to Hanesbrands’ named executive officers that is based on or otherwise relates to the Transactions (such proposal, the “Non-binding Compensation Proposal”).

For		Against		Abstain		Broker Non-Votes
237,264,812		21,208,003		883,756		—

Proposal 3: The Adjournment Proposal

Hanesbrands stockholders did not vote on the proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies to approve the Transactions (such proposal, the “Adjournment Proposal”), because such adjournment was not necessary.

Item 8.01. Other Events

On November 20, 2025 at 11:59 p.m. Eastern Time, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) relating to the Transactions expired. The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Transactions.

Completion of the Transactions remains subject to the satisfaction of the other closing conditions set forth in the Merger Agreement, including the receipt of certain regulatory consents and approvals.

SIGNATURES

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.

						HANESBRANDS INC.
				By:		/s/ M. Scott Lewis
Date: November 25, 2025						Name: M. Scott Lewis Title: Chief Financial Officer and Chief Accounting Officer

FAQ

What did Hanesbrands (HBI) stockholders approve at the special meeting?

Hanesbrands stockholders approved the merger of Helios Merger Sub, Inc. into Hanesbrands, the conversion of Hanesbrands into a Maryland limited liability company, and two related mergers involving Helios Holdco, Inc. and Galaxy Merger Subs, collectively referred to as the “Transactions” under the August 13, 2025 Merger Agreement.

How strong was shareholder support for the Hanesbrands (HBI) merger proposal?

The Merger Proposal received 243,902,443 votes for, 15,125,793 against, and 328,335 abstentions, out of 259,356,571 shares present or represented by proxy at the meeting.

What percentage of Hanesbrands (HBI) shares were represented at the special meeting?

Out of 353,802,157 shares of Hanesbrands common stock outstanding and entitled to vote as of September 30, 2025, a total of 259,356,571 shares, or approximately 73.3%, were present or represented by proxy.

Did Hanesbrands (HBI) stockholders approve executive compensation related to the merger?

Yes. On a non-binding, advisory basis, stockholders approved the compensation that may be paid or become payable to Hanesbrands’ named executive officers in connection with the Transactions, with 237,264,812 votes for, 21,208,003 against, and 883,756 abstentions.

What is the status of antitrust review for the Hanesbrands (HBI) and Gildan transaction?

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the Transactions expired on November 20, 2025 at 11:59 p.m. Eastern Time, satisfying one of the conditions to closing.

Is the Hanesbrands (HBI) merger with Gildan fully completed now?

No. Completion of the Transactions remains subject to satisfaction of the other closing conditions in the Merger Agreement, including receipt of certain regulatory consents and approvals.