Hanesbrands (NYSE: HBI) insider reports share conversion in Gildan merger

Rhea-AI Filing Summary

Hanesbrands Inc. reported insider share changes tied to its merger with Gildan Activewear Inc. An executive officer, listed as EVP, Chief Strategy, Transformation, Analytics & Technology Officer, disposed of Hanesbrands common stock on 12/01/2025 and ended with zero shares beneficially owned.

Under the August 13, 2025 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. All outstanding Hanesbrands restricted stock units were converted into Gildan restricted stock units using an Equity Award Exchange Ratio based on this share and cash consideration and Gildan’s trading prices.

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^*

Pleiman Scott A

(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		43,339	D	(1)	287,294	D
Common Stock	12/01/2025		D		287,294	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:

EVP, Chief Strategy, Transformation, Analytics & Technology 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.
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FAQ

What insider transaction did Hanesbrands (HBI) disclose here?

An executive officer of Hanesbrands Inc. reported disposing of all beneficially owned Hanesbrands common stock on 12/01/2025, ending with 0 shares held after the transactions.

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

Each Hanesbrands RSU, whether vested or unvested, was converted into a Gildan RSU. The number of Gildan shares per RSU was determined by multiplying the Hanesbrands RSUs by the 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, rounded to two decimal places, of $0.80 divided by the 20-day average volume-weighted average trading price of Gildan common shares on the NYSE before closing.

Who is the reporting person in this Hanesbrands (HBI) Form 4?

The reporting person is an officer of Hanesbrands Inc., serving as EVP, Chief Strategy, Transformation, Analytics & Technology Officer, with the Form 4 signed by Carlyle Cromer as attorney-in-fact.

Is this Hanesbrands (HBI) filing for a single person or a group?

The Form 4 is indicated as filed by one reporting person, not by more than one reporting person or a group.