Hanesbrands Inc SEC Filings

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.

Hanesbrands Inc. insider reports stock conversion in Gildan merger

A Hanesbrands officer, listed as President, Innerwear - Global, filed a Form 4 reporting the disposal of Hanesbrands common stock on 12/01/2025 in connection with the company’s merger with Gildan Activewear Inc. The table shows dispositions of 270,209 and 632,043 shares of common stock coded as "D" for disposition.

Under the merger agreement, each share of Hanesbrands common stock reported here 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 a defined Equity Award Exchange Ratio tied to Gildan’s volume-weighted average trading price over a 20‑day period.

Hanesbrands Inc. filed a Form 25 indicating that its common stock is being removed from listing and/or registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. The form identifies Hanesbrands' common stock as the affected class of securities and states that the exchange has complied with its rules for striking the class from listing and/or withdrawing registration. It also notes that the issuer has complied with the exchange’s rules and the requirements of Rule 12d2-2(c) governing withdrawal of the class of securities from listing and registration.

Hanesbrands Inc. director reports equity conversion and disposition tied to Gildan merger. A reporting person serving as a director of Hanesbrands Inc. (HBI) reported the disposition of 18,630 shares of Hanesbrands common stock on 12/01/2025, leaving 0 shares beneficially owned directly in non-derivative form.

The filing also reports the disposition of 58,492 units of phantom stock, reducing the number of derivative securities beneficially owned to 0. According to the merger agreement among Hanesbrands, Gildan Activewear Inc. and related entities, each outstanding Hanesbrands restricted stock unit, including deferred and stock-equivalent units, was converted into a Gildan restricted stock unit. The number of underlying Gildan common shares for each new award is determined by an Equity Award Exchange Ratio that uses a base factor of 0.102 plus a component tied to the 20‑day volume‑weighted average trading price of Gildan common shares.

Hanesbrands Inc. director reports share conversion in Gildan merger. A Hanesbrands Inc. director filed a Form 4 showing the disposition of a total of 42,281 shares of Hanesbrands common stock on 12/01/2025 in connection with the closing of a previously announced merger with Gildan Activewear Inc.. Under the merger agreement, each Hanesbrands share was converted into the right to receive 0.102 Gildan common shares plus $0.80 in cash per share, without interest. All outstanding Hanesbrands restricted stock units were also converted into Gildan restricted stock units using an equity award exchange ratio tied to Gildan’s 20‑day volume‑weighted average price before closing.

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.

Hanesbrands LLC, formerly Hanesbrands Inc., reports the closing of its acquisition by Gildan Activewear. Through a multi-step merger completed on December 1, 2025, Hanesbrands became a wholly owned subsidiary of Gildan and converted into a Maryland limited liability company.

Each share of Hanesbrands common stock outstanding immediately before the merger was converted into the right to receive 0.102 Gildan common shares plus $0.80 in cash, subject to withholding taxes. Hanesbrands repaid and terminated its prior senior secured credit facilities and elected to redeem all 9.000% Senior Notes due 2031 with original principal of $600 million. Gildan funded the deal and related refinancings with a new $1.1B term loan, earlier-issued $1.2B senior unsecured notes, and other sources.

Hanesbrands common stock has been suspended from trading and will be delisted from the NYSE, and the company plans to deregister its shares and suspend SEC reporting. All Hanesbrands directors resigned and prior officers ceased to serve in connection with the change in control.

Hanesbrands Inc. reported the results of a special stockholder meeting where investors voted on its pending merger with Gildan Activewear Inc. and related restructuring steps. As of the September 30, 2025 record date, 353,802,157 shares of common stock were outstanding, and 259,356,571 shares, or about 73.3% of eligible shares, were present or represented by proxy.

Stockholders approved the merger of Helios Merger Sub, Inc. into Hanesbrands, the conversion of Hanesbrands into a Maryland limited liability company, and two related mergers involving Helios Holdco, Inc. and Galaxy Merger Subs (together, the “Transactions”) under the August 13, 2025 Merger Agreement. The Merger Proposal received 243,902,443 votes for, 15,125,793 against, and 328,335 abstentions.

Stockholders also approved, on a non-binding advisory basis, compensation that may be paid to named executive officers in connection with the Transactions, with 237,264,812 votes for, 21,208,003 against, and 883,756 abstentions. The adjournment proposal was not needed. The Hart-Scott-Rodino Act waiting period expired on November 20, 2025, and closing now depends on remaining regulatory consents and other Merger Agreement conditions.

Hanesbrands Inc. is providing additional proxy disclosures related to its pending acquisition by Gildan Activewear and recent stockholder litigation over alleged disclosure deficiencies. Under the existing merger agreement, Hanesbrands stockholders are expected to receive 0.102 Gildan common shares plus $0.80 in cash for each Hanesbrands share. The filing describes lawsuits and demand letters seeking to challenge the proxy disclosures; Hanesbrands and Gildan deny the claims but are supplementing information to avoid disruption to the deal.

The new details expand Goldman Sachs’ valuation work. For Hanesbrands on a standalone basis, a discounted cash flow analysis produced illustrative present values of $4.99 to $8.14 per share, and a future share price analysis produced $4.37 to $7.97 per share. For the pro forma combined company, a DCF-based range for merger consideration was $6.34 to $9.94 per Hanesbrands share, and a separate present value of future share price analysis yielded $5.87 to $8.70 per share. The filing also discloses selected apparel M&A multiples and adds an implied cash tax savings line of $33 million from net operating loss utilization.