Every 8-K that Hanesbrands Inc (HBI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HBI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HBI filings page.
Hanesbrands LLC, formerly Hanesbrands Inc., reports the closing of its acquisition by Gildan Activewear. Through a multi-step merger completed on December 1, 2025, Hanesbrands became a wholly owned subsidiary of Gildan and converted into a Maryland limited liability company.
Each share of Hanesbrands common stock outstanding immediately before the merger was converted into the right to receive 0.102 Gildan common shares plus $0.80 in cash, subject to withholding taxes. Hanesbrands repaid and terminated its prior senior secured credit facilities and elected to redeem all 9.000% Senior Notes due 2031 with original principal of $600 million. Gildan funded the deal and related refinancings with a new $1.1B term loan, earlier-issued $1.2B senior unsecured notes, and other sources.
Hanesbrands common stock has been suspended from trading and will be delisted from the NYSE, and the company plans to deregister its shares and suspend SEC reporting. All Hanesbrands directors resigned and prior officers ceased to serve in connection with the change in control.
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.
Hanesbrands Inc. is providing additional proxy disclosures related to its pending acquisition by Gildan Activewear and recent stockholder litigation over alleged disclosure deficiencies. Under the existing merger agreement, Hanesbrands stockholders are expected to receive 0.102 Gildan common shares plus $0.80 in cash for each Hanesbrands share. The filing describes lawsuits and demand letters seeking to challenge the proxy disclosures; Hanesbrands and Gildan deny the claims but are supplementing information to avoid disruption to the deal.
The new details expand Goldman Sachs’ valuation work. For Hanesbrands on a standalone basis, a discounted cash flow analysis produced illustrative present values of $4.99 to $8.14 per share, and a future share price analysis produced $4.37 to $7.97 per share. For the pro forma combined company, a DCF-based range for merger consideration was $6.34 to $9.94 per Hanesbrands share, and a separate present value of future share price analysis yielded $5.87 to $8.70 per share. The filing also discloses selected apparel M&A multiples and adds an implied cash tax savings line of $33 million from net operating loss utilization.
Hanesbrands Inc. filed a Form 8-K announcing it issued a press release with financial results for the third quarter ended September 27, 2025. The press release is furnished as Exhibit 99.1. The filing is dated November 6, 2025 and identifies the company’s common stock trading on the NYSE under the symbol HBI.
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.