Form 4: Hanesbrands Director Converts Shares in Gildan Merger

Hanesbrands Director Natasha Chand converted her common stock and restricted stock units into Gildan shares and cash following the merger agreement.

Summary

• Natasha Chand, a Director of Hanesbrands Inc., reported changes in her beneficial ownership of Hanesbrands common stock due to a merger.
• The transactions occurred on December 1, 2025, pursuant to the Agreement and Plan of Merger dated August 13, 2025, between Hanesbrands Inc. and Gildan Activewear Inc.
• Ms. Chand disposed of 21,760 shares of Hanesbrands common stock, which were converted into 0.102 common shares of Gildan and $0.80 in cash per Hanesbrands share.
• Additionally, 18,630 shares related to Hanesbrands restricted stock units (RSUs) were disposed of, as these RSUs were converted into Gildan restricted stock units.
• The number of Gildan common shares subject to each new Gildan RSU was determined by multiplying the original Hanesbrands RSU shares by an Equity Award Exchange Ratio.
• The Equity Award Exchange Ratio is calculated as 0.102 plus the quotient of $0.80 divided by the 20-day volume-weighted average price of Gildan common shares prior to the merger's closing.
• Following these transactions, Ms. Chand beneficially owns 0 shares of Hanesbrands common stock directly.

Sentiment

Score: 7

Explanation: The filing reports the expected and orderly execution of a merger agreement, indicating a smooth transition for the reporting person's equity holdings. It's a neutral event in terms of new news, but positive in that the merger completed as planned.

Positives

• The merger provides Hanesbrands shareholders, including Director Natasha Chand, with a combination of Gildan common shares and cash, offering immediate liquidity and continued equity participation in the combined entity.
• The conversion of Hanesbrands RSUs into Gildan RSUs ensures continuity of equity incentives for management within the new corporate structure.

Negatives

• The filing does not explicitly detail any negative aspects for the reporting person or the company, as it primarily reports the mechanics of a completed merger transaction.

Risks

• The filing does not explicitly mention specific risks, as it is a post-merger transaction report for an insider.

Future Outlook

The filing does not contain forward-looking statements or guidance, as it is a report of past transactions related to a merger.

Industry Context

This Form 4 filing reflects the final stages of a significant consolidation event in the apparel industry, where Hanesbrands Inc. has been acquired by Gildan Activewear Inc. Such mergers often aim to achieve economies of scale, expand market reach, and enhance competitive positioning in the global apparel and activewear market.

Comparison to Industry Standards

• Merger agreements often include provisions for converting outstanding equity, such as common stock and restricted stock units, into the acquiring company's securities or cash. The terms of 0.102 Gildan common shares and $0.80 cash per Hanesbrands share, along with the RSU conversion mechanism, are standard for such transactions.
• The use of an 'Equity Award Exchange Ratio' based on a volume-weighted average price (VWAP) is a common method to ensure fair and transparent valuation for equity awards during a merger, similar to practices seen in other large-scale corporate acquisitions in the consumer goods sector.

Corporate Governance

Stakeholder Impact

• Shareholders of Hanesbrands Inc. received a combination of Gildan common shares and cash, completing their investment in Hanesbrands and transitioning them to Gildan shareholders or providing cash liquidity.
• Employees holding Hanesbrands RSUs saw their equity awards converted into Gildan RSUs, maintaining their incentive alignment with the new parent company.

Next Steps

• Natasha Chand's future beneficial ownership will now be in Gildan Activewear Inc. securities, including common shares and restricted stock units, subject to Gildan's corporate governance and compensation policies.

Key Dates

Keywords

Hanesbrands Inc., Gildan Activewear Inc., Merger, Form 4, Insider Trading, Stock Conversion, Restricted Stock Units, Equity Award Exchange Ratio, Corporate Governance