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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 101,429 | $0.00 | -- |
| Disposition | Common Stock | 18,630 | $0.00 | -- |
Footnotes (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. 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. (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.
