Form 4: Hanesbrands Director Converts Shares in Gildan Merger

Hanesbrands Director Robert F. Moran disposed of common stock and restricted stock units following the merger with Gildan Activewear Inc.

Summary

• Robert F. Moran, a Director of Hanesbrands Inc. (HBI), reported the disposal of 197,743 shares of Common Stock and 18,630 Restricted Stock Units (RSUs) on December 1, 2025.
• The disposal was 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 the right to receive 0.102 common shares of Gildan and $0.80 in cash, without interest.
• Each outstanding Hanesbrands RSU was converted into a Gildan restricted stock unit, with the number of Gildan Common Shares subject to each RSU determined by an Equity Award Exchange Ratio.
• The Equity Award Exchange Ratio is calculated as the sum of 0.102 and the quotient of $0.80 divided by the 20-day volume weighted average trading price of Gildan Common Shares prior to the merger closing.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, indicating a definitive outcome for Hanesbrands shareholders and a clear transaction for the reporting person. The terms provide both cash and equity in the acquiring company.

Positives

• The completion of the merger provides Hanesbrands shareholders with a combination of cash and shares in Gildan Activewear Inc., offering immediate liquidity and continued equity participation in the combined entity.
• The transaction provides a clear exit strategy and valuation for Hanesbrands' equity, including for its directors.

Negatives

• Hanesbrands Inc. ceases to exist as an independent publicly traded entity, removing its stock from individual market trading.
• The value of the share component received by Hanesbrands shareholders is subject to the future performance and market price of Gildan Common Shares.

Risks

• The final number of Gildan Common Shares subject to converted Restricted Stock Units (RSUs) is dependent on the Equity Award Exchange Ratio, which incorporates the average volume weighted trading prices of Gildan Common Shares over a 20-day period, introducing variability to the RSU conversion value.

Future Outlook

This filing reports a completed transaction resulting from a merger and does not provide forward-looking statements or guidance for the combined entity. It details the conversion terms for Hanesbrands securities into Gildan securities and cash.

Industry Context

This transaction represents a significant consolidation event in the apparel and activewear industry, with Gildan Activewear Inc. acquiring Hanesbrands Inc. This merger could lead to increased market share and operational synergies for the combined entity, impacting the competitive landscape for other players in the sector.

Management Changes

Stakeholder Impact

• Shareholders of Hanesbrands Inc. received a combination of cash and Gildan Common Shares, effectively converting their investment into a stake in the merged entity.
• Employees of Hanesbrands Inc. are now part of the larger Gildan Activewear Inc. organization, with potential implications for roles, structure, and corporate culture.

Key Dates

Keywords

Hanesbrands, Gildan, Merger, Form 4, Insider Transaction, Common Stock, Restricted Stock Units, Equity Award Exchange Ratio, Corporate Action