Hanesbrands (NYSE: HBI) CFO reports stock conversion in Gildan deal

Rhea-AI Filing Summary

Hanesbrands Inc. insider reports share conversion in Gildan merger

A Hanesbrands officer reported the disposition of common 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 each outstanding Hanesbrands restricted stock unit, whether vested or unvested, was converted into a Gildan restricted stock unit. The number of Gildan shares underlying each new unit is based on an equity award exchange ratio that uses the 0.102 share component and the $0.80 cash amount divided by a 20‑day volume‑weighted average price of Gildan shares.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lewis Markland Scott

(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)

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

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		130,053	D	(1)	441,490	D
Common Stock	12/01/2025		D		441,490	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

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.

3. (Continued from Footnote 2) The "Equity Award Exchange Ratio" means the sum of (a) 0.102 and (b) the quotient, rounded to two decimal places, 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.

Remarks:

Chief Financial Officer & Chief Accounting Officer

	/s/ Carlyle Cromer, Attorney-in-Fact	12/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction is reported in this Hanesbrands (HBI) Form 4?

The Form 4 reports that a Hanesbrands officer disposed of common stock on 12/01/2025 as part of the company’s merger with Gildan Activewear Inc..

What did each Hanesbrands (HBI) share convert into 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, without interest.

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 using an equity award exchange ratio defined in the merger agreement.

How is the Equity Award Exchange Ratio for Hanesbrands (HBI) RSUs calculated?

The ratio equals 0.102 plus $0.80 divided by the average of the 20‑day volume weighted average trading prices of Gildan common shares before closing, rounded to two decimal places.

Who is the reporting person in this Hanesbrands (HBI) insider filing?

The reporting person is identified as a Chief Financial Officer & Chief Accounting Officer, acting through an attorney‑in‑fact who signed the form.

Did the Hanesbrands (HBI) insider filing involve any derivative securities?

The table for derivative securities is included, but the detailed transactions described relate to the conversion of common stock and restricted stock units under the merger agreement.