Form 4: Hanesbrands CEO Converts Equity to Gildan Shares Post-Merger

Hanesbrands CEO Stephen Bratspies' equity holdings were converted into Gildan shares and cash following the merger agreement with Gildan Activewear Inc.

Summary

• Stephen B. Bratspies, Chief Executive Officer and Director of Hanesbrands Inc., reported changes in his beneficial ownership due to the Agreement and Plan of Merger with Gildan Activewear Inc.
• On December 1, 2025, Bratspies disposed of 962,058 shares of Hanesbrands Common Stock, which were converted into 0.102 common shares of Gildan and $0.80 in cash per Hanesbrands share.
• He subsequently disposed of an additional 919,600 shares of Hanesbrands Common Stock, resulting in zero beneficial ownership of Hanesbrands common stock.
• All outstanding Hanesbrands stock options (totaling 250,000 across three tranches with strike prices of $14.32, $17.18, and $20.05) were converted into Gildan stock options.
• Hanesbrands restricted stock units (RSUs) were also converted into Gildan RSUs, with the number of Gildan shares adjusted by an Equity Award Exchange Ratio.

Sentiment

Score: 7

Explanation: The filing reports the successful execution of a merger, which is a significant strategic event. While it marks the end of Hanesbrands as an independent entity for this executive's equity, the conversion into Gildan equity and cash indicates a planned and executed corporate action. The future date (12/01/2025) for the transaction suggests a forward-looking completion of the merger, which is a positive for certainty, but the Form 4 itself is purely transactional.

Positives

• The merger with Gildan Activewear Inc. has been executed, indicating a significant strategic transaction has completed.
• Hanesbrands shareholders, including the CEO, received a combination of Gildan shares and cash for their Hanesbrands common stock, providing a liquidity event and continued equity exposure in the acquiring entity.

Negatives

• The CEO no longer holds direct beneficial ownership of Hanesbrands common stock or derivative securities, signifying the cessation of Hanesbrands' independent equity structure for this individual.

Future Outlook

The filing primarily reports a completed (or effective future) transaction related to a merger and does not provide forward-looking statements regarding the combined entity's performance or strategic direction beyond the mechanics of the equity conversion.

Industry Context

This filing indicates a significant consolidation event in the apparel and activewear industry, with Hanesbrands Inc. being acquired by Gildan Activewear Inc. This transaction could lead to increased market share and operational synergies for the combined entity, potentially impacting the competitive landscape.

Comparison to Industry Standards

• The merger consideration, comprising both cash and stock, is a common structure for acquisitions in the consumer goods and apparel sectors, aligning with practices observed in transactions involving major industry players like VF Corporation or PVH Corp.
• The conversion of executive equity awards, such as stock options and restricted stock units, into equivalent awards of the acquiring company is standard practice to ensure continuity of incentives and align management interests post-merger.

Related Party Transactions

• The reported transactions are a direct consequence of the Agreement and Plan of Merger between Hanesbrands Inc. and Gildan Activewear Inc., involving the conversion of the CEO's equity holdings.

Stakeholder Impact

• Shareholders (Hanesbrands): Received a combination of Gildan common shares and cash, indicating a liquidity event and a transition of investment to Gildan.
• Employees (Hanesbrands, particularly executives): Equity awards were converted into Gildan awards, maintaining incentive alignment within the new corporate structure.
• Customers/Suppliers: No direct impact mentioned, but the merger could lead to changes in product offerings, supply chains, or operational strategies for the combined entity.

Next Steps

• Integration of Hanesbrands Inc. into Gildan Activewear Inc. operations.
• Ongoing management of the combined entity's equity compensation plans.

Key Dates

Keywords

Hanesbrands Inc., HBI, Gildan Activewear Inc., Gildan, Merger, Acquisition, Form 4, Beneficial Ownership, Stock Options, Restricted Stock Units, CEO, Stephen B. Bratspies, Equity Conversion