Form 4: Hanesbrands CFO Converts Shares in Gildan Merger

Hanesbrands Inc.'s Chief Financial Officer, Markland Scott Lewis, converted all his common stock and restricted stock units into Gildan Activewear Inc. shares and cash as part of the previously announced merger.

Summary

• Markland Scott Lewis, Chief Financial Officer and Chief Accounting Officer of Hanesbrands Inc., reported transactions on December 1, 2025.
• Lewis disposed of 130,053 shares of Hanesbrands Common Stock.
• Lewis also disposed of an additional 441,490 shares of Hanesbrands Common Stock, resulting in zero beneficial ownership of Hanesbrands Common Stock following these transactions.
• These dispositions were made pursuant to the Agreement and Plan of Merger, dated August 13, 2025, between Hanesbrands Inc. and Gildan Activewear Inc.
• Each share of Hanesbrands Common Stock was converted into 0.102 common shares of Gildan Activewear Inc. and $0.80 in cash.
• All outstanding Hanesbrands Restricted Stock Units (RSUs) were converted into Gildan Restricted Stock Units, with the number of Gildan shares determined by an Equity Award Exchange Ratio.

Sentiment

Score: 7

Explanation: The filing reports the successful execution of a previously announced merger agreement, which is a significant corporate event. The terms were executed as planned, providing Hanesbrands shareholders with a mix of cash and equity in the acquiring company. This is a neutral to positive outcome as it represents the completion of a strategic transaction.

Positives

• The filing confirms the successful execution and closing of the merger agreement between Hanesbrands Inc. and Gildan Activewear Inc.
• Hanesbrands shareholders received a combination of Gildan Activewear Inc. shares and cash, providing both continued equity participation in the combined entity and immediate liquidity.

Negatives

• The reporting person no longer holds Hanesbrands common stock, reflecting the cessation of Hanesbrands Inc. as an independent publicly traded entity post-merger.

Risks

• The value of the Gildan Common Shares received by former Hanesbrands shareholders is subject to future market fluctuations.
• The final number of Gildan Common Shares subject to converted Restricted Stock Units depends on the volume-weighted average price of Gildan Common Shares prior to the merger closing, introducing a variable component to the equity award conversion.

Future Outlook

The filing indicates the successful completion of the merger between Hanesbrands Inc. and Gildan Activewear Inc., with Hanesbrands ceasing to exist as an independent publicly traded entity. Future performance for former Hanesbrands shareholders will be tied to Gildan Activewear Inc.'s operations and market performance.

Management Comments

• "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."
• "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')."

Industry Context

This transaction represents a significant consolidation within the apparel and activewear industry. Gildan Activewear Inc. has expanded its market presence and product portfolio by acquiring Hanesbrands Inc., potentially leading to increased market share, operational synergies, and a more diversified brand offering under Gildan's umbrella.

Comparison to Industry Standards

• Merger and acquisition activities are a common strategy in mature industries like apparel to achieve economies of scale, expand market reach, and enhance competitive positioning.
• The use of a stock-and-cash consideration package is a standard approach in M&A, providing target shareholders with both immediate liquidity and continued equity participation in the combined entity.
• The conversion of employee equity awards, such as Restricted Stock Units, into equivalent awards of the acquiring company is a typical practice designed to retain key talent and align incentives post-merger.

Stakeholder Impact

• Shareholders: Hanesbrands shareholders received a combination of Gildan Activewear Inc. common shares and cash, effectively converting their investment into a stake in the combined entity and immediate liquidity.
• Employees: Hanesbrands employees holding Restricted Stock Units (RSUs) had their awards converted into Gildan RSUs, maintaining their equity incentives within the new corporate structure.

Next Steps

• Integration of Hanesbrands' operations, brands, and personnel into Gildan Activewear Inc.
• Gildan Activewear Inc. will continue to operate the combined entity, leveraging the acquired assets and market positions.

Key Dates

Keywords

Hanesbrands, Gildan Activewear, Merger, Form 4, Insider Transaction, Stock Conversion, Restricted Stock Units, HBI, M&A