Hanesbrands (NYSE: HBI) director discloses share disposal in Gildan deal

Rhea-AI Filing Summary

Hanesbrands Inc. director reported the disposition of company stock in connection with the company’s merger with Gildan Activewear Inc.. On 12/01/2025, the director disposed of a total of 33,649 shares of Hanesbrands common stock in two transactions, ending with no Hanesbrands shares beneficially owned.

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. In addition, each outstanding Hanesbrands restricted stock unit was converted into a Gildan restricted stock unit based on an equity award exchange ratio tied to 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^*

GASAWAY SHARILYN S

(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		15,019	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. 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.

	/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?

A Hanesbrands Inc. director reported disposing of a total of 33,649 shares of Hanesbrands common stock on 12/01/2025, leaving no shares beneficially owned.

How were Hanesbrands (HBI) shares converted 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, under the merger agreement.

What happened to Hanesbrands (HBI) restricted stock units in the merger?

Each Hanesbrands restricted stock unit was converted into a Gildan restricted stock unit, with the number of Gildan shares determined by an equity award exchange ratio tied to Gildan’s 20‑day volume‑weighted average trading price.

What is the relationship of the reporting person to Hanesbrands (HBI)?

The reporting person is identified as a Director of Hanesbrands Inc. and filed the Form 4 as an individual reporting person.

On what date did the reported Hanesbrands (HBI) transactions occur?

The earliest transaction date reported is 12/01/2025, which corresponds to the share disposition tied to the merger with Gildan.

Did the Hanesbrands (HBI) director retain any Hanesbrands shares after the merger-related transactions?

No. After disposing of the reported 33,649 shares, the director reported zero Hanesbrands common shares beneficially owned.