Hanesbrands (HBI) director exits position as shares convert in Gildan merger

Rhea-AI Filing Summary

Hanesbrands Inc. reported that a director disposed of all common shares in connection with the company’s merger with Gildan Activewear Inc. On 12/01/2025, the director’s holdings of 197,743 shares of Hanesbrands common stock were reported as disposed of, leaving 0 shares beneficially owned after the transactions.

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, without interest. In addition, every outstanding Hanesbrands restricted stock unit was converted into a Gildan restricted stock unit based on an equity award exchange ratio that includes the 0.102 share component plus a cash-based formula tied to the volume-weighted average trading price of Gildan shares over a 20-day period.

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^*

MORAN ROBERT F

(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		197,743	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

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.

	/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.
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FAQ

What insider transaction did Hanesbrands Inc. (HBI) report on this Form 4?

The filing reports that a director disposed of 197,743 shares of Hanesbrands common stock on 12/01/2025, resulting in 0 shares beneficially owned after the reported transactions.

Why were Hanesbrands (HBI) shares disposed of in this Form 4?

The disposal occurred pursuant to a merger agreement under which 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.

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

Each Hanesbrands common share was converted into the right to receive 0.102 Gildan common shares and $0.80 in cash, without interest, as specified in the merger agreement.

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

Each outstanding Hanesbrands restricted stock unit (RSU), whether vested or unvested, was converted into a Gildan RSU. The number of Gildan shares underlying each Gildan RSU was calculated by multiplying the Hanesbrands RSUs by an Equity Award Exchange Ratio and rounding down to the nearest whole Gildan share.

How is the Equity Award Exchange Ratio for Hanesbrands (HBI) equity awards defined?

The Equity Award Exchange Ratio equals the sum of 0.102 and the quotient of $0.80 divided by the average of the volume-weighted average trading prices of Gildan common shares on the NYSE over 20 consecutive trading days ending two trading days before the merger closing date.

Does this Hanesbrands (HBI) Form 4 involve a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) trading plan, but the provided excerpt does not show that box as checked or otherwise marked.