Hanesbrands (HBI) director Form 4 details stock and RSU conversion in Gildan merger

Rhea-AI Filing Summary

Hanesbrands Inc. director reports equity conversion following Gildan merger

A Hanesbrands Inc. director filed a Form 4 reporting the disposition of Hanesbrands common stock and phantom stock on 12/01/2025 in connection with the company’s merger with Gildan Activewear Inc.. Under the merger agreement, each share of Hanesbrands common stock was converted into the right to receive 0.102 Gildan common shares plus $0.80 in cash per share, without interest.

The filing also explains that all outstanding Hanesbrands restricted stock units, including deferred and stock-equivalent units, were converted into Gildan restricted stock units. The number of Gildan shares underlying each new award was determined by multiplying the Hanesbrands units by an equity award exchange ratio tied to the merger consideration and Gildan’s 20‑day volume-weighted average trading price.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Johnson James C

(Last) (First) (Middle)

101 NORTH CHERRY STREET

(Street)

WINSTON-SALEM NC 27101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hanesbrands Inc. [ HBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/01/2025		D		73,682	D	(1)	18,630	D
Common Stock	12/01/2025		D		18,630	D	(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(4)	12/01/2025		D			167,608	(4)	(4)	Common Stock	167,608	(4)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 13, 2025 (the "Merger Agreement"), by and among the Issuer, Gildan Activewear Inc. ("Gildan"), Galaxy Merger Sub 2, Inc., a direct wholly owned subsidiary of Gildan ("Second Gildan Merger Sub"), Galaxy Merger Sub 1, Inc., a direct wholly owned subsidiary of Second Gildan Merger Sub ("First Gildan Merger Sub"), Helios Holdco, Inc., a direct wholly owned subsidiary of the Issuer ("Hanesbrands Holdco"), and Helios Merger Sub, Inc., a direct wholly owned subsidiary of Hanesbrands Holdco. Pursuant to the Merger Agreement, each share of the Issuer's common stock ("Hanesbrands Common Stock") reported on this Form 4 was ultimately converted into the right to receive (a) 0.102 common shares of Gildan ("Gildan Common Shares") and (b) $0.80 in cash, without interest.

2. Pursuant to the Merger Agreement, each outstanding restricted stock unit of the Issuer (each, a "Hanesbrands RSU"), whether vested or unvested, was ultimately converted into a Gildan restricted stock unit (each, a "Gildan RSU"). The number of Gildan Common Shares subject to each such Gildan RSU was determined by multiplying the number of shares of Hanesbrands Common Stock subject to such Hanesbrands RSU immediately prior to the First Gildan Merger Effective Time (as defined in the Merger Agreement) by the Equity Award Exchange Ratio, rounding down to the nearest whole number of Gildan Common Shares. The "Equity Award Exchange Ratio" means the sum of (a) 0.102 and (b) the quotient, rounded to two decimal places,

3. (Continued from Footnote 2) obtained by dividing (i) $0.80 by (ii) the average of the volume weighted averages of the trading prices of Gildan Common Shares on the New York Stock Exchange on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the date on which the closing of the transactions pursuant to the Merger Agreement occurs.

4. Represents (x) equity retainers or long-term incentive payments comprised of an award that is subject to a deferral election pursuant to a deferral plan of the Issuer (each, a "Deferred Hanesbrands RSU") and (y) Hanesbrands RSUs corresponding to a cash deferral invested in a stock equivalent account under a deferral plan of the Issuer (each, a "Stock Equivalent Hanesbrands RSU"), as applicable. Pursuant to the Merger Agreement, each outstanding Deferred Hanesbrands RSU and Stock Equivalent Hanesbrands RSU was ultimately converted into a Gildan RSU. The number of Gildan Common Shares subject to each such Gildan RSU was determined by multiplying the number of shares of Hanesbrands Common Stock subject to such Deferred Hanesbrands RSU or Stock Equivalent Hanesbrands RSU immediately prior to the First Gildan Merger Effective Time by the Equity Award Exchange Ratio, rounding down to the nearest whole number of Gildan Common Shares.

	/s/ Carlyle Cromer, Attorney-in-Fact	12/01/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Hanesbrands (HBI) report in this Form 4?

The Form 4 reports that a Hanesbrands Inc. director disposed of Hanesbrands common stock and phantom stock on 12/01/2025 in connection with the closing of the company’s merger with Gildan Activewear Inc..

What did Hanesbrands (HBI) shareholders receive in the Gildan merger?

Each share of Hanesbrands common stock was converted into the right to receive 0.102 Gildan common shares plus $0.80 in cash per share, without interest, under the merger agreement.

How were Hanesbrands (HBI) restricted stock units treated in the merger?

Each outstanding Hanesbrands RSU, whether vested or unvested, was converted into a Gildan RSU. The number of Gildan shares per RSU was based on multiplying the Hanesbrands units by an equity award exchange ratio and rounding down to the nearest whole Gildan share.

How was the equity award exchange ratio for Hanesbrands (HBI) equity awards calculated?

The Equity Award Exchange Ratio equals the sum of 0.102 and the quotient, rounded to two decimal places, obtained by dividing $0.80 by the average of the volume-weighted average trading prices of Gildan common shares over the 20 trading days ending two trading days before the merger closing date.

What happened to Hanesbrands deferred and stock-equivalent RSUs in the Gildan merger?

Each Deferred Hanesbrands RSU and Stock Equivalent Hanesbrands RSU was converted into a Gildan RSU, with the number of underlying Gildan common shares determined using the same equity award exchange ratio methodology described for other Hanesbrands RSUs.

Does this Hanesbrands (HBI) Form 4 involve more than one reporting person?

No. The Form 4 indicates it is filed by one reporting person, who is identified as a director of Hanesbrands Inc.