Form 4: Hanesbrands Director Converts Shares in Gildan Merger

Hanesbrands Director James C. Johnson converted his Hanesbrands common stock and equity awards into Gildan shares and cash following the merger agreement.

Summary

• James C. Johnson, a Director of Hanesbrands Inc. (HBI), reported changes in his beneficial ownership of securities.
• The transactions occurred on December 1, 2025, pursuant to an Agreement and Plan of Merger dated August 13, 2025, between Hanesbrands Inc. and Gildan Activewear Inc.
• Johnson disposed of 73,682 shares of Hanesbrands Common Stock.
• Each share of Hanesbrands Common Stock was converted into the right to receive 0.102 common shares of Gildan and $0.80 in cash.
• Johnson also disposed of 18,630 shares of Common Stock related to restricted stock units (RSUs), which were converted into Gildan restricted stock units (RSUs).
• Additionally, 167,608 units of Phantom Stock, representing Deferred Hanesbrands RSUs and Stock Equivalent Hanesbrands RSUs, were converted into Gildan RSUs.
• The number of Gildan Common Shares subject to each Gildan RSU was determined by multiplying the number of Hanesbrands Common Stock shares by an 'Equity Award Exchange Ratio' (0.102 plus the quotient of $0.80 divided by the 20-day volume-weighted average price of Gildan Common Shares).

Sentiment

Score: 5

Explanation: Neutral, as this Form 4 reports a factual, mandatory transaction resulting from a merger, rather than new operational or financial performance.

Positives

• The transaction represents the successful execution of the merger agreement, providing Hanesbrands shareholders, including Director Johnson, with a combination of Gildan shares and cash.

Negatives

• No specific negatives are identified in this Form 4 filing, as it reports a mandatory conversion event resulting from a merger.

Future Outlook

This filing reports the outcome of a past merger agreement for an insider's holdings and does not provide forward-looking statements or guidance for the combined entity.

Industry Context

The merger between Hanesbrands Inc. and Gildan Activewear Inc. combines two significant players in the apparel manufacturing and marketing industry, potentially creating a larger, more diversified entity.

Corporate Governance

Stakeholder Impact

• Shareholders of Hanesbrands Inc. received a combination of Gildan Common Shares and cash for their Hanesbrands Common Stock.
• Holders of Hanesbrands RSUs and other equity awards had their awards converted into Gildan RSUs.

Next Steps

• James C. Johnson now holds Gildan Common Shares and Gildan RSUs as a result of the merger.

Key Dates

Keywords

Hanesbrands, Gildan, Merger, Form 4, Insider Transaction, Equity Conversion, Restricted Stock Units, Director, HBI