Hanesbrands Inc SEC Filings

Hanesbrands (HBI) filed its Q3 2025 10‑Q with improved profitability despite flat sales. Net sales were $891,683 for the quarter versus $900,367 a year ago. Operating profit rose to $107,528 from $94,037 as selling, general and administrative expenses declined. A large income tax benefit drove net income to $270,736, with diluted EPS of $0.76. Discontinued operations posted a loss of $1,171.

Year to date, net sales reached $2,643,156 and operating profit $342,094, up from $66,248 last year, aided by lower cost of sales and lower interest expense. Cash from operating activities for the nine months was $(44,272). On the balance sheet, long‑term debt was $2,206,666 and cash and cash equivalents were $217,573 as of September 27, 2025. Shares outstanding were 353,802,157 as of October 31, 2025.

The company refinanced its capital structure in March 2025, redeeming $900,000 of 4.875% Senior Notes and establishing new Term Loan A and B facilities and a revolving credit facility. Hanesbrands also signed a definitive agreement on August 13, 2025 for Gildan to acquire the company for 0.102 Gildan common shares plus $0.80 in cash per HBI share, subject to stockholder and regulatory approvals; upon closing, HBI will be delisted.

Hanesbrands Inc. filed a Form 8-K announcing it issued a press release with financial results for the third quarter ended September 27, 2025. The press release is furnished as Exhibit 99.1. The filing is dated November 6, 2025 and identifies the company’s common stock trading on the NYSE under the symbol HBI.

Hanesbrands is asking stockholders to approve its acquisition by Gildan Activewear via a multi‑step merger. Each Hanesbrands share would convert into 0.102 Gildan shares plus $0.80 in cash, with the share exchange ratio fixed. The Gildan shares issued will trade on the NYSE and TSX under “GIL.”

Based on prices cited, the implied value was about $6.00 per Hanesbrands share at a Gildan price of $50.94, and about $6.85 at $59.31. Former Hanesbrands holders are expected to own roughly 19.49% of Gildan after closing, with existing Gildan holders at 80.51%. If total issuances would exceed 24.99% of Gildan’s shares (as of the agreement date), the cash/share mix will be adjusted so that value per Hanesbrands share is preserved. There are no appraisal rights. A special meeting is set for November 25, 2025; approval requires a majority of Hanesbrands shares outstanding. The board unanimously recommends voting FOR all proposals.

Loews Corporation reports beneficial ownership of 31,900,000 shares of Hanesbrands Inc., representing 9.0% of the outstanding common stock. The shares are held with sole voting and dispositive power and the filing amends a prior Schedule 13D to state the position is no longer held for the purpose of changing or influencing control, and is being reported on Schedule 13G accordingly. The filing identifies Loews as a Delaware corporation and provides its principal address. No other parties or group members are disclosed and the filer certifies the holdings were not acquired to influence control.

Fuller & Thaler Asset Management, Inc. reports beneficial ownership of 7,968,317.45 shares of Hanesbrands Inc. common stock, representing 2.25% of the outstanding class. The filer reports sole voting power over 7,847,712.45 shares and sole dispositive power over 7,968,317.45 shares. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The report is signed by the firm’s Chief Compliance Officer and reflects the position as of the August 31, 2025 event date.

Hanesbrands, Inc. filed a Form S-8 to register an additional 16,210,000 shares of common stock for issuance under its 2020 Omnibus Incentive Plan. The filing incorporates prior registration statements and multiple SEC reports by reference, including its 10-K for the fiscal year ended December 28, 2024 and subsequent 10-Qs and 8-Ks through August 13, 2025. The document lists corporate governance and charter exhibits, legal opinions and consents, and describes Maryland law provisions permitting indemnification and advancement of expenses for directors, officers and agents. The filing is signed by the CEO and other officers and directors on August 15, 2025.

Fuller & Thaler Asset Management, Inc. filed a Schedule 13G disclosing beneficial ownership of 17,832,513.65 shares of Hanesbrands Inc. common stock, representing 5.04% of the class. The filing shows sole voting power over 17,567,813.65 shares and sole dispositive power over 17,832,513.65 shares. The filer states these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Hanesbrands. The filing identifies Fuller & Thaler as an investment adviser organized in California and provides the filer’s address and signature by the Chief Compliance Officer on 08/14/2025.

HanesBrands and Gildan have entered into a definitive merger agreement under which Gildan will acquire HanesBrands through a series of mergers and a conversion that will make HanesBrands a subsidiary of a Gildan-owned holdco. HanesBrands stockholders will receive merger consideration consisting of 0.102 Gildan shares plus $0.80 in cash per HanesBrands share, subject to tax withholding and a proportional adjustment if Gildan-issued shares would exceed 24.99% of Gildan's outstanding common shares. Company equity awards will be converted into Gildan-denominated awards using an Equity Award Exchange Ratio (0.102 plus a quotient of $0.80 divided by a 20-day VWAP-based factor, rounded to two decimals); performance stock units will no longer remain performance-conditioned and converted RSUs will be settled with Parent shares purchased on the open market.

The transaction is subject to customary closing conditions including HanesBrands stockholder approval, effectiveness of a Form F-4 registration statement, NYSE and Toronto listing approvals, expiration/termination of applicable antitrust waiting periods, absence of legal prohibitions or material adverse effect and other customary accuracy and covenant conditions. Gildan has a commitment letter for bridge and term loan facilities to finance the transaction, though the agreement is not conditioned on financing availability. Upon closing, HanesBrands common stock will be delisted from the NYSE and deregistered.

The agreement includes customary covenants and "no-shop" restrictions with a limited superior-proposal process, a $67.5 million termination fee in specified circumstances, and a CEO transition arrangement that keeps the CEO in place through closing and for up to three months thereafter with specified compensation treatment and expected change-in-control severance and full vesting upon termination.

HanesBrands Inc. and Gildan Activewear Inc. entered into a definitive agreement under which Gildan will acquire all outstanding HanesBrands common shares in exchange for 0.102 Gildan common shares plus $0.80 in cash per HanesBrands share. Gildan will file a Form F-4 that will include a proxy statement/prospectus to be sent to HanesBrands shareholders and the joint press release is attached as Exhibit 99.1.

The filing discloses Gildan's forward-looking expectations including anticipated run-rate synergies, planned financing (including a referenced debt commitment letter) and an expectation to obtain investment grade credit ratings. The transaction remains subject to customary regulatory, shareholder and stock exchange approvals and the companies identify numerous risks such as financing contingencies, integration challenges, potential undisclosed liabilities, supply and customer concentration risks, and macroeconomic and regulatory exposures. Shareholders are urged to read the proxy statement/prospectus when filed.