Hanesbrands Inc. (NYSE: HBI) outlines insider share conversion in Gildan merger

Rhea-AI Filing Summary

Hanesbrands Inc. reported that a director disposed of company equity on 12/01/2025 in connection with its merger with Gildan Activewear Inc. The filing states that 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.

The document also explains that each outstanding Hanesbrands restricted stock unit was converted into a Gildan restricted stock unit. The number of Gildan shares underlying each new award is determined by multiplying the Hanesbrands units by an Equity Award Exchange Ratio, which is based on the fixed 0.102 share component plus a cash component divided by a 20‑day volume‑weighted average price of Gildan shares.

Insights

Equity and M&A analyst

Filing details how Hanesbrands equity converts into Gildan stock and cash at closing.

This Form 4 shows a Hanesbrands director’s equity being disposed of as part of the closing of the merger with Gildan Activewear. Instead of an open‑market sale, the transaction is mechanical: each Hanesbrands common share converts into $0.80 cash plus 0.102 Gildan common shares, giving holders a mix of cash and stock in the combined company.

The disclosure also covers equity awards. All outstanding Hanesbrands restricted stock units are exchanged into Gildan RSUs using an Equity Award Exchange Ratio. That ratio adds a fixed 0.102-share component to a cash component divided by a 20‑day volume‑weighted average price of Gildan shares on the NYSE before closing, rounded to two decimals.

For investors, this clarifies how both ordinary shares and RSUs transition into Gildan exposure once the merger closes, and confirms that insider holdings are treated under the same formula described in the merger agreement.

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

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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^*

MOISON FRANCK J

(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		101,429	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
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FAQ

What insider transaction did Hanesbrands Inc. (HBI) report on 12/01/2025?

The company reported that a director, filing individually, disposed of Hanesbrands common stock and related equity positions on 12/01/2025 in connection with the closing of its merger with Gildan Activewear Inc.

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

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

How are Hanesbrands restricted stock units treated in the Gildan transaction?

Each outstanding Hanesbrands restricted stock unit is converted into a Gildan restricted stock unit. The number of Gildan shares per new RSU is based on an Equity Award Exchange Ratio applied to the original Hanesbrands units.

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

The Equity Award Exchange Ratio equals 0.102 plus 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, rounded to two decimal places.

Does this Hanesbrands (HBI) filing indicate a typical market sale by the director?

No. The disposition is described as occurring pursuant to the previously signed Agreement and Plan of Merger, meaning the director’s shares were converted under the agreed merger terms rather than sold in ordinary market transactions.

What role does the reporting person have at Hanesbrands Inc. (HBI)?

The reporting person is identified as a director of Hanesbrands Inc., and the form is filed by one reporting person, not as part of a group.